SC 13D

OMB APPROVAL

OMB Number: 3235-0145

Expires: December 31, 2005

Estimated average burden
hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.  )*

InterCept, Inc.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

45845L107

(CUSIP Number)

Todd C. Johnson
Senior Vice President and Secretary
Fidelity National Financial, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
(904) 854-8100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

with copies to:
 
Robert S. Rachofsky, Esq.
LeBoeuf, Lamb, Greene & MacRae LLP
125 West 55th Street
New York, New York 10019
(212) 424-8000
 
September 8, 2004

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 45845L107 13D Page 2 of 12

	1.	Name of Reporting Person: Fidelity National Financial, Inc.			I.R.S. Identification Nos. of above person (entities only): 86-0498599
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: None
			8.	Shared Voting Power: 4,654,619
			9.	Sole Dispositive Power: None
			10.	Shared Dispositive Power: 4,654,619
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,654,619 (1) (2) (See also Item 5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 21.5% (3) (2)
	14.	Type of Reporting Person (See Instructions): CO

(1) Based on representations made by the Shareholders (as defined below) pursuant to the Shareholder’s Agreements (as defined below). The 4,654,619 reported number of shares is comprised of (a) 3,702,239 shares of Common Stock subject to Shareholder’s Agreements and (b) 952,380 shares of Common Stock issuable upon the conversion of 100,000 shares of Preferred Stock (as defined below) subject to Shareholder’s Agreements. In addition, FNF (as defined below) could be deemed to have shared voting and dispostive power with respect to shares of Common Stock acquired by any shareholder after the date of the Shareholder’s Agreements and during the term of the Shareholder’s Agreements as of the date of the Shareholder’s Agreements.

(2) Under certain circumstances, Preferred Stock may be converted by holders thereof into Common Stock. In the event that all 100,000 shares of Preferred Stock were converted by holders thereof into Common Stock, 952,380 shares of Common Stock would be issued in conversion thereof (based on the conversion rate for the Preferred Stock of 9.52380 shares of Common Stock for one share of Preferred Stock). Holders of Preferred Stock are entitled to vote on all matters in respect of which holders of Common Stock are entitled to vote. Subject to certain limitations, holders of Preferred Stock are entitled to the number of votes per share of Preferred Stock equal to the largest number of shares of Common Stock of which such Preferred Stock could be converted.

(3) Based on 21,635,296 shares of Common Stock, comprised of (a) 20,683,296 shares of Common Stock outstanding as of September 8, 2004, as represented by InterCept, Inc. in the Merger Agreement (as defined below) and (b) 952,380 shares of Common Stock issuable upon the conversion of 100,000 shares of Preferred Stock subject to Shareholder’s Agreements.

CUSIP No. 45845L107 13D Page 3 of 12

Item 1. Security and Issuer

     The class of equity securities to which this Statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, no par value (the “Common Stock”) of InterCept, Inc. (“InterCept”). This Schedule 13D also relates to certain shares of Series B Preferred Stock, no par value (the “Preferred Stock”) of InterCept. The Preferred Stock is convertible into shares of Common Stock and is entitled to vote on all matters in respect of which holders of Common Stock are entitled to vote.

     InterCept is a Georgia corporation with its principal executive offices located at 3150 Holcomb Bridge Road, Suite 200, Norcross, Georgia. 30021.

Item 2. Identity and Background

     (a), (b), (c) This Schedule 13D is being filed by Fidelity National Financial, Inc., a Delaware corporation (“FNF”). FNF’s principal business and principal executive offices are located at 601 Riverside Avenue, Jacksonville, Florida 32204. FNF is a holding company whose subsidiaries are engaged in the business of issuing title insurance policies, performing other title and real estate related services and providing technology and processing services to financial institutions and the mortgage and financial services industries. Information regarding the directors and executive officers of FNF is set forth on Schedule I attached hereto, which schedule is incorporated by reference herein.

     (d), (e) During the last five years, neither FNF nor, to the best knowledge of FNF, any person named in Schedule I, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     Beneficial ownership of the shares of Common Stock which are the subject of this Schedule 13D may be deemed to have been acquired through the execution of Shareholder’s Agreements dated as of September 8, 2004, by and between (a) FNF and each of the following holders of Common Stock: Jonathan R. Coe, John W. Collins, L. Rand Fluitt, Farrell S. Mashburn, John D. Schneider, Jr., J. Daniel Speight, Glenn W. Sturm, Denise C. Saylor, Michael D. Sulpy and JANA Master Fund, Ltd., and (b) FNF and each of the following holders of the Preferred Stock: DLJ Capital Corporation, Sprout Entrepreneurs Fund, L.P., and Sprout Capital IX, L.P. (such persons described in clause (a) and (b), collectively, the “Shareholders”).

     The Shareholder’s Agreements were entered into to induce FNF to enter into an Agreement and Plan of Merger dated as of September 8, 2004 (the “Merger Agreement”), among FNF, Fidelity National Information Services, Inc., a Delaware corporation and wholly owned subsidiary of FNF (“FIS”), Fuscia Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of FIS (“Merger Sub”) and InterCept. Under the terms of the Merger Agreement, the Merger Sub will be merged with and into InterCept (the “Merger”). The descriptions of the Merger Agreement and Shareholder’s Agreements are qualified in their entirety by reference to such agreements, which are included as Exhibits hereto and incorporated by reference herein.

     If the Merger is consummated, holders of Common Stock (including holders of Common Stock subject to Shareholder’s Agreements) will receive $18.90 per share of Common Stock. FNF has the option to pay the aggregate consideration in all cash or in a combination of cash and FNF stock. If FNF

CUSIP No. 45845L107 13D Page 4 of 12

elects the stock and cash consideration option, holders of Common Stock will have the option to elect any combination of cash and stock, subject to proration such that the overall limitation for the consideration in the transaction will be seventy-five percent cash compensation and twenty-five percent compensation in the form of FNF stock. Any FNF stock consideration will be calculated using a trailing ten-day average calculated one day prior to the closing of the transaction.

     Pursuant to the Shareholder’s Agreements, each Shareholder granted to FNF an irrevocable option to purchase the Shareholder’s holdings of Common Stock or Preferred Stock, in each case under circumstances in which the Merger Agreement is terminated and a termination fee would or may become payable to FNF. In the event that FNF exercises any options pursuant to the Shareholder’s Agreements, the funds required to pay the exercise price are expected to be paid from FNF’s available cash and working capital.

Item 4. Purpose of Transaction

     Pursuant to the Merger Agreement, Merger Sub will merge with and into InterCept, with InterCept continuing as the surviving corporation. Upon consummation of the Merger, the articles of incorporation of Merger Sub in effect immediately prior to the effective time of the Merger will be the articles of incorporation of the surviving corporation (except that the name of the corporation will be changed to “InterCept, Inc.”) and the by-laws of Merger Sub in effect immediately prior to the effective time of the Merger will be the by-laws of the surviving corporation. Immediately prior to the consummation of the Merger, any outstanding shares of Preferred Stock will be converted into Common Stock. Upon consummation of the Merger, shares of Common Stock will be converted into the right to receive the merger consideration as described above.

     Concurrent with the execution of the Merger Agreement, FNF entered into Shareholder’s Agreements with each of the Shareholders. Pursuant to the Shareholder’s Agreements, each of the Shareholders has granted an irrevocable proxy to FNF to vote their shares of Common Stock or Preferred Stock in favor of adoption of the Merger Agreement and against any action or agreement that is contrary to the Merger Agreement. The approval of the Merger requires the affirmative vote of the holders of 66 2/3% of the outstanding Common Stock, voting as a separate group, and the approval of a majority of all of the Common Stock and Preferred Stock entitled to vote on the Merger, voting as a single group.

     Under the Shareholder’s Agreements, each of the Shareholders granted to FNF an option to purchase the shares of Common Stock or Preferred Stock with respect to which the Shareholder has beneficial ownership or the power of disposition (such shares, the “Option Shares”) in the event the Merger Agreement is terminated under circumstances in which a termination fee would or may become payable to FNF pursuant to the Merger Agreement (a “Qualifying Termination”). In the case of options relating to Common Stock, the exercise price of such options is $18.90 per share of Common Stock and in the case of options relating to Preferred Stock, the exercise price is $180.00 per share of Preferred Stock, in each case payable in cash. In addition to paying the exercise price with respect to the exercise of any option, FNF has also agreed to pay an amount equal to 50% of the profit realized by FNF on any Option Shares from the consummation of any Competing Transaction (as defined in the Merger Agreement) which is consummated, or with respect to which a definitive agreement is entered into, within 12 months following the applicable Qualifying Termination. In lieu of exercising its option to purchase Option Shares, FNF may elect in the event of a Qualifying Termination to cause the Shareholder to pay to FNF an amount equal to 50% of the profit of the Shareholder from the consummation of any Competing Transaction that is consummated, or with respect to which a definitive agreement is entered into, within 12 months of such Qualifying Termination.

     Upon consummation of the Merger pursuant to the Merger Agreement, the Common Stock will be delisted from the NASDAQ National Market, and the Common Stock will become eligible for

CUSIP No. 45845L107 13D Page 5 of 12

termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

     The foregoing descriptions of the Merger Agreement and the Shareholder’s Agreements are qualified in their entirety by reference to the full text of the Merger Agreement and the Shareholder’s Agreements, copies of which are included as Exhibits hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer

     FNF may be deemed to beneficially own 4,654,619 shares of Common Stock, consisting of (a) 3,702,239 shares of Common Stock directly subject to Shareholder’s Agreements and (b) 952,380 shares of Common Stock issuable upon the conversion of 100,000 shares of Preferred Stock subject to Shareholder’s Agreements. Pursuant to the Shareholder’s Agreements, Shareholders have given FNF a proxy to vote their shares of Common Stock or Preferred Stock in favor of adoption of the Merger Agreement and against any action or agreement that is contrary to the Merger Agreement and have granted FNF an option to purchase their shares of Common Stock or Preferred Stock in certain circumstances. As a result, FNF may be deemed to have voting power with respect to the shares of Common Stock and Preferred Stock covered by the Shareholder’s Agreements.

     The aggregate number of shares of Common Stock and Preferred Stock that may be deemed to be beneficially owned by FNF constitutes approximately 21.5% of the outstanding shares of Common Stock, based on (a) 20,683,296 shares of Common Stock outstanding as of September 8, 2004, as represented by InterCept in the Merger Agreement, and (b) 952,380 shares of Common Stock issuable upon the conversion of 100,000 shares of Preferred Stock subject to Shareholder’s Agreements.

     Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by FNF that it is the beneficial owner of any Common Stock or Preferred Stock referred to herein for purposes of Section 13d of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

     Other than as set forth in this Item 5, there have been no transactions in the shares of Common Stock or Preferred Stock effected during the past 60 days by FNF, nor to the knowledge of FNF, by any person listed on Schedule I hereto.

     No other person is known by FNF to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock or Preferred Stock referred to herein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     The information set forth in Items 3, 4 and 5 of this Schedule 13D and the Exhibits to this Schedule 13D is incorporated by reference herein.

     In connection with the Merger Agreement, JANA Master Fund LTD. and JANA Partners, LLC (collectively, the “JANA Parties”) entered into a letter agreement pursuant to which the JANA Parties agreed to the termination, effective as of the effective time of the Merger, of certain provisions in the Settlement Agreement dated as of June 11, 2004, among the JANA Parties and InterCept. FNF is designated as a third party beneficiary of the letter agreement. The Settlement Agreement is included as an Exhibit hereto and incorporated by reference herein.

     In connection with the Merger, FNF, FIS and InterCept entered into a Non-Competition Agreement with John Collins, InterCept’s Chairman of the Board and Chief Executive Officer (the “Non-Compete Agreement”). Under the Non-Compete Agreement, Mr. Collins has agreed not to solicit certain

CUSIP No. 45845L107 13D Page 6 of 12

employees, customers and business or enter into or engage in certain competing activities. The term of the Non-Compete Agreement is three years beginning on the date the Merger is consummated. Pursuant to the Non-Compete Agreement, Mr. Collins will receive a lump sum payment of $2,100,000. The Non-Compete Agreement is filed as an Exhibit hereto and incorporated by reference herein.

CUSIP No. 45845L107 13D Page 7 of 12

Item 7. Material to Be Filed as Exhibits

Exhibit No.	Description
1	Agreement and Plan of Merger dated as of September 8, 2004, among Fidelity National Financial, Inc., Fidelity National Information Services, Inc., Fuscia Merger Sub, Inc., and InterCept, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Fidelity National Financial, Inc., filed with the SEC on September 14, 2004)
2	Letter Agreement dated as of September 8, 2004, by and among JANA Master Fund, LTD., JANA Partners LLC and InterCept, Inc.
3	Settlement Agreement dated as of June 11, 2004, by and among JANA Master Fund LTD., JANA Partners, LLC and InterCept, Inc. (incorporated herein by reference to Annex A of InterCept Inc.’s Schedule 14A dated June 16, 2004, File No. 001-14213)
4	Non-Compete Agreement dated September 8, 2004, by and between John W. Collins, Fidelity National Financial, Inc., Fidelity National Information Services, Inc. and Intercept, Inc.
5	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Farrell S. Mashburn
6	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and John W. Collins
7	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and J. Daniel Speight
8	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and John D. Schneider, Jr.
9	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and L. Rand Fluitt
10	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Jonathan R. Coe
11	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Glenn W. Sturm
12	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Michael D. Sulpy
13	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Denise C. Saylor
14	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and JANA Master Fund, Ltd.
15	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Sprout Capital IX, L.P.

CUSIP No. 45845L107 13D Page 8 of 12

Exhibit No.	Description
16	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and Sprout Entrepreneurs Fund, L.P.
17	Shareholder’s Agreement dated as of September 8, 2004, between Fidelity National Financial, Inc., and DLJ Capital Corporation

CUSIP No. 45845L107 13D Page 9 of 12

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	FIDELITY NATIONAL FINANCIAL, INC.
Date: September 17, 2004	By:	/s/ Alan L. Stinson
		Alan L. Stinson
		Executive Vice President and Chief Financial Officer

CUSIP No. 45845L107 13D Page 10 of 12

SCHEDULE I

DIRECTORS AND EXECUTIVE OFFICERS OF
FIDELITY NATIONAL FINANCIAL, INC.

     The directors and executive officers of FNF are set forth below. The business address of each director or executive officer is that of FNF. Each of the named individuals is a citizen of the United States.

Directors and officers of FNF:

William P. Foley, II	Chairman of the Board and Chief Executive Officer
Raymond R. Quirk	President
Alan L. Stinson	Executive Vice President and Chief Financial Officer
Ernest D. Smith	Executive Vice President
Brent B. Bickett	Executive Vice President
Frank P. Willey	Vice Chairman of the Board
Terry N. Christensen	Director
Willie D. Davis	Director
John F. Farrell, Jr.	Director
Philip G. Heasley	Director
William A. Imparato	Director
Donald M. Koll	Director
Daniel D. (Ron) Lane	Director
General William Lyon	Director
Cary H. Thompson	Director

CUSIP No. 45845L107 13D Page 11 of 12

Exhibit Index

Exhibit No.	Description
1	Merger Agreement and Plan of Merger, dated as of September 8, 2004, by and among Fidelity National Financial, Inc., Fidelity National Information Services, Inc., Fuscia Merger Sub, Inc. and InterCept, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K of Fidelity National Financial, Inc., filed with the SEC on September 14, 2004)
2	Letter Agreement dated as of September 8, 2004, by and among JANA Master Fund, Ltd., JANA Partners LLC and InterCept, Inc.
3	Settlement Agreement dated as of June 11, 2004, by and among JANA Master Fund LTD., JANA Partners, LLC and InterCept, Inc. (incorporated herein by reference to Annex A of InterCept Inc.’s Schedule 14A dated June 16, 2004, File No. 001-14213)
4	Non-Compete Agreement dated September 8, 2004, by and between John W. Collins, Fidelity National Financial, Inc., Fidelity National Information Services, Inc. and InterCept, Inc.
5	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Farrell S. Mashburn
6	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and John W. Collins
7	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and J. Daniel Speight
8	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and John D. Schneider, Jr.
9	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and L. Rand Fluitt
10	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Jonathan R. Coe
11	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Glenn W. Sturm
12	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Michael D. Sulpy
13	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Denise C. Saylor
14	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and JANA Master Fund, Ltd.
15	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Sprout Capital IX, L.P.

CUSIP No. 45845L107 13D Page 12 of 12

Exhibit No.	Description
16	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and Sprout Entrepreneurs Fund, L.P.
17	Shareholder’s Agreement dated as of September 8, 2004, by and between Fidelity National Financial, Inc., and DLJ Capital Corporation

EX-99.2

                                                                       EXHIBIT 2

                                                               September 8, 2004

JANA Master Fund, Ltd.
JANA Partners LLC
201 Post Street
San Francisco, CA 94108

Dear Sirs:

      We refer to the Settlement Agreement entered into as of June 11, 2004,
between you and us. We have advised you that we are contemplating entering into
an Agreement and Plan of Merger with Fidelity National Financial, Inc. (the
"Merger Agreement"), under which we would be acquired by Fidelity. In this
merger transaction, we would merge with and into a wholly-owned shell merger
subsidiary of Fidelity, with us being the surviving entity.

      By your signature below, you and we hereby agree that as of the Effective
Time of the Merger, as defined in the Merger Agreement, the provisions of the
Sections 1, 2, 3 and 4 of the Settlement Agreement shall terminate and be of no
further force and effect; provided that the effectiveness of this sentence is
subject to compliance by InterCept, Inc., with the first sentence of Section 6
of the Settlement Agreement.

      Fidelity shall be a third party beneficiary of this letter agreement.



                                       Very truly yours,

                                       INTERCEPT, INC.

                                       By: /s/ John Collins
                                           ----------------
                                       Name: John Collins

                                       Its: Chairman and Chief Executive Officer

Acknowledged and Agreed:

JANA MASTER FUND, LTD.

By: JANA Partners LLC,
     Its: Investment Manager

By: /s/ Barry Rosenstein
    --------------------
Name: Barry Rosenstein
Title: Managing Partner

JANA PARTNERS, LLC

By: /s/ Barry Rosenstein
    --------------------
Name: Barry Rosenstein
Title: Managing Partner

EX-99.4

                                                                       EXHIBIT 4

                            NON-COMPETITION AGREEMENT

THIS NON-COMPETITION AGREEMENT (this "Agreement") is made and entered into this
8th day of September 2004, by and between InterCept, Inc., a Georgia corporation
("InterCept"), Fidelity Information Services, Inc., an Arkansas corporation
("FIS"), Fidelity National Financial, Inc., a Delaware corporation ("FNF"), and
their respective successors and assigns (InterCept, FIS, FNF and such successors
and assigns are hereinafter individually each a "Company" and collectively the
"Companies") and John Collins, an individual ("Shareholder").

                                 R E C I T A L S

WHEREAS, FNF and InterCept and certain subsidiaries of FNF propose to enter into
that certain Agreement and Plan of Merger, dated as of September 8, 2004 (the
"Merger Agreement"), pursuant to which a wholly-owned subsidiary of FNF will
merge with and into InterCept;

WHEREAS, Shareholder will receive a significant economic benefit from the
transactions contemplated by the Merger Agreement;

WHEREAS, without Shareholder's agreement to enter into and be bound by this
Agreement, FNF would not be willing to enter into the Merger Agreement;

WHEREAS, InterCept is in the business of developing and marketing the following
products and services: core data processing, check processing and imaging,
electronic funds transfer, debit card processing and data communications for the
banking industry (the "Company's Business"); and

WHEREAS, FNF and Shareholder recognize that the application of Shareholder's
experience, knowledge and abilities to the business of a competitor would cause
irreparable damage to the Companies and to the value sought to be obtained in
the Merger.

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements set forth herein, the receipt and sufficiency of which
are hereby acknowledged, the Companies and Shareholder, intending to be legally
bound, hereby agree as follows.

                                A G R E E M E N T

      1.    TERM. The term of this Agreement shall commence on the date the
merger contemplated by the Merger Agreement is consummated (the "Commencement
Date") and end three years thereafter.

      2.    COMPENSATION. Shareholder has agreed to forego substantial business
opportunities under this Agreement. In order to compensate Shareholder for the
restrictions herein, Shareholder shall receive from FNF the sum of $2,100,000.00
payable as of the Commencement Date.

      3.    NON-COMPETITION AND NON-SOLICITATION. Unless Shareholder receives an
advance written waiver as described in Section 4.2 below, for a period ending
three years after the Commencement Date, Shareholder shall not, either directly
or indirectly through a third



party, either on Shareholder's own behalf or on behalf of another person or
entity, engage in or assist others in the following activities:

            3.1   Soliciting, recruiting or hiring to work any person who is
employed at the time of such solicitation, recruitment or hiring by a Company or
any of its subsidiaries, or who was employed by a Company or any of its
subsidiaries at any time during the preceding 12 months, except (i) any person
whose employment has been terminated may be solicited after the date that is 90
days after the date of such termination to work in any business that does not
constitute the Company's Business and (ii) Mr. Collins' assistant April Barwick;

            3.2   Soliciting, diverting or appropriating any business of any of
the types constituting the Company's Business from any of the Customers or
Prospective Customers with which Shareholder has had Material Contact during
Shareholder's employment with InterCept or any of its subsidiaries. For the
purposes of this provision, "Material Contact" shall mean: (i) contact between
Shareholder and such Customer or Prospective Customer in an effort to further
the Company's Business; or (ii) supervision/management of contact between
subordinate employees and such Customer or Prospective Customer. For purposes of
this provision, "Customers" shall mean persons or entities that are either
currently doing business with InterCept or any of its subsidiaries as of the
Commencement Date or to which InterCept or any of its subsidiaries provided
services during the 12 month period prior to the Commencement Date, and
"Prospective Customers" shall mean persons or entities from which InterCept or
any of its subsidiaries actively solicited business within the six month period
preceding the Commencement Date; and

            3.3   Entering into or engaging in any activity which competes with
the Company's Business, in any country where a Company or any of its
subsidiaries conducts the Company's Business except as set forth on Exhibit "A"
hereto. In addition to the matters set forth on Exhibit "A," this provision
shall not restrict Shareholder from owning a passive investment interest of less
than 5% of the outstanding equity ownership or shares in an organization
represented by securities publicly traded on a recognized national securities
exchange or the NASDAQ National Market System.

      4.    REMEDIES FOR BREACH OF RESTRICTIVE COVENANTS.

            4.1   The parties to this Agreement recognize that irreparable harm
would result from any breach by Shareholder of Section 3 of this Agreement and
that monetary damages alone would not provide adequate relief for any such
breach. Accordingly, in addition to any other remedy which may be available to a
Company, if Shareholder breaches a restrictive covenant in this Agreement, the
parties acknowledge that injunctive relief in favor of the Companies is proper.

            4.2   A waiver of any of Shareholder's obligations under this
Agreement shall be ineffective unless it is set forth in writing and signed by
the Chairman of the Board of FNF.

            4.3   If a court of competent jurisdiction determines that any of
the restrictions in this Agreement are overbroad, the parties agree that such
term shall be deemed modified to permit enforcement to the maximum extent
allowed by law.

            4.4   If Shareholder breaches any of Shareholder's covenants in
Section 3 of this Agreement, the period following the Commencement Date during
which such covenant is in

                                       2



effect shall be extended by the period of time between Shareholder's breach and
the date a court of competent jurisdiction enters an injunction restraining
further breach of the covenant.

      5.    NO GROSS-UP PAYMENTS. The Companies and Shareholder acknowledge and
agree that they believe the payment made pursuant to this Agreement to be
reasonable compensation to Shareholder for complying with the restrictive
covenants contained herein after the Commencement Date and, even if it is
finally determined that any portion of the payment hereunder is a "parachute
payment" (as such term is defined in Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code")), shall not be considered a "parachute payment"
for purposes of this Agreement or any other contract, agreement, arrangement or
plan of or with any of the Companies or any entity affiliated with any of the
companies, including but not limited to the Employment Agreement dated the 30th
day of January 1998 by and between the Shareholder and InterCept as such may be
amended or extended (the "Employment Agreement"). The payments hereunder shall
not be considered for purposes of determining the amount of the Gross-Up Payment
(as defined in the Employment Agreement), if any, under Section 4g of the
Employment Agreement (or any similar provision of any other contract, agreement,
arrangement or plan). For instance, should the total amount of payments and
benefits under the Employment Agreement or otherwise not result in a payment
pursuant to Section 4g thereof without the inclusion of the payments hereunder,
no Gross-Up Payment shall be due pursuant to such Section 4g. The Shareholder
acknowledges and agrees that this provision modifies Section 4g of the
Employment Agreement and such modification complies with the provisions of
Section 11 of the Employment Agreement.

      6.    SUCCESSORS. Each Company's rights and obligations under this
Agreement shall inure to the benefit of and be binding upon such Company's
successors and assigns. Any successor or assignee of a Company is authorized to
enforce the restrictive covenants herein as if the name of such successor or
assignee replaced such Company throughout this Agreement.

      7.    MISCELLANEOUS.

            7.1   GOVERNING LAW. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the State of Florida,
without giving effect to the conflicts of laws principles thereof.

            7.2   ENTIRE AGREEMENT. This Agreement, together with any employment
agreements, change of control agreements or other agreements containing any
nonsolicitation or noncompetition covenants, entered into by the Shareholder
with any of the Companies prior to or after the Commencement Date, sets forth
the entire agreement of the parties relating to the subject matter hereof and
supersedes all prior agreements and understandings with respect to such subject
matter between Shareholder and any Company. This Agreement and such other
agreements set forth separate and independent noncompetition and nonsolicitation
covenants and shall not be deemed to limit each other in any way. Shareholder
agrees that all of the Shareholder's registration rights set forth in
Shareholder's Employment Agreement, dated as of January 30, 1998, shall
terminate as of the Commencement Date.

            7.3   AMENDMENTS. No amendment or modification of this Agreement
shall be deemed effective unless made in writing signed by Shareholder and by
the Chairman of the Board of FNF.

                                       3



            7.4   NO WAIVER. No term or condition of this Agreement shall be
deemed to have been waived nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by
Shareholder or by the Chairman of the Board of FNF, as applicable. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

            7.5   SEVERABILITY. Subject to Section 4.3, to the extent any
provision of this Agreement is found to be invalid or unenforceable, the
remainder of such provision and of this Agreement shall be unaffected and shall
continue in full force and effect.

COUNTERPART EXECUTION. This Agreement may be executed by facsimile and in
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute but one and the same instrument.

                                       4



      IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year set forth above.

By: /s/ John Collins
    ---------------------------
Name: John Collins

InterCept, Inc.

By: /s/ G. Lynn Boggs
    ---------------------------
Name: G. Lynn Boggs

Its: President

Fidelity Information Services, Inc.

By: /s/ William P. Foley, II
    ---------------------------
Name: William P. Foley, II

Its: Chairman and CEO

Fidelity National Financial, Inc.

By: /s/ William P. Foley, II
    ---------------------------
Name: William P. Foley, II

Its: Chairman and CEO

                                       5



                                    EXHIBIT A

      The parties agree that Shareholder shall not be prohibited by Section 3
from maintaining the following business relationships during the term of this
Agreement.

   -     Director and Shareholder, Nexity Bank

   -     Director and (indirect) Shareholder, El Banco

                                       6

EX-99.5

                                                                       EXHIBIT 5

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
Farrell S. Mashburn (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a
Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to (i) the liens and interests in
existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                       1



                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                       2



                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) in case the Shareholder is a corporation or other entity, violate
or conflict with the certificate of incorporation, bylaws, articles of
organization, limited liability company operating agreement, trust agreement or
other equivalent organizational documents of the Shareholder (if any), or (iii)
result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
lien or encumbrance or restriction on any of the material property or assets of
the Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder is a party or by which the Shareholder or any of the
Shareholder's material properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Shareholder of the
transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement, the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                       3



or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                       4



Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                       5



will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                       6



transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an amount equal to 50% of the profit of the Shareholder
from the consummation of any Competing Transaction that is consummated or with
respect to which a definitive agreement is entered into within 12 months of such
termination. Such payment shall be made within 2 business days of the receipt by
the Shareholder of the consideration paid to the Shareholder pursuant to the
terms of such Competing Transaction. To exercise its rights under this Section
3.7(f), Parent's demand must be made within 10 business days following the
consummation of such Competing Transaction.

                  (ii) For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv) Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                       7



in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                       8



be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

            (a) if to Parent:

            Fidelity National Financial, Inc.
            601 Riverside Avenue, 12th Floor
            Jacksonville, FL  32204
            Attention: Christopher A. Rose
                         Senior Vice President
            Telephone: (904) 854-8544
            Facsimile: (904) 357-1026

            with a copy to:

            LeBoeuf, Lamb, Greene & MacRae, L.L.P.
            125 West 55th Street
            New York, NY  10019
            Attention: Robert S. Rachofsky
            Telephone: (212) 424-8088
            Facsimile: (212) 649-9479

            (b) If to the Shareholder to:

            Farrell S. Mashburn
            InterCept, Inc.
            3150 Holcomb Bridge Road
            Suite 200
            Norcross, GA 30071-1370
            Facsimile No.: (770) 840-2701

            with a copy to:

            Rogers & Hardin
            229 Peachtree St. NE
            2700 International Tower

                                       9



            Atlanta, GA 30303
            Attention: Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10



Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11



      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ---------------------------
Name:  William P. Foley, II
Title: Chairman and CEO

By: /s/ Farrell S. Mashburn
    ---------------------------
Name: Farrell S. Mashburn

                                       12



                                   EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13



or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By: /s/ Farrell S. Mashburn.
    -----------------------
Signature of Shareholder:
Print Name of Shareholder:
Shares beneficially owned:
71,920 shares of Company Common Stock
32,000 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
            Signature Page to Irrevocable Proxy

                                       14

EX-99.6

                                                                       EXHIBIT 6

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
John W. Collins (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a Georgia
corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to any liens and security
interests securing current or future margin loans or other obligations (a "Share
Lien") in favor of a third party (a "Lien Holder") (any indebtedness secured by
any Share Lien is herein referred to as "SHARE INDEBTEDNESS"), the Shareholder
owns beneficially or of record or has the power to vote, or direct the vote of,
the number of shares of common stock, no par value, of the Company (the "COMPANY
COMMON STOCK"), as set forth on the signature page hereto (all such Company
Common Stock and any shares of Company Common Stock of which ownership of record
or beneficially or the power to vote is hereafter acquired by the Shareholder
prior to the termination of this Agreement being referred to herein as the
"SHARES") (capitalized terms not otherwise defined in this Agreement shall have
the same meaning as in the Merger Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment,

                                       1


option or other arrangement or undertaking (other than the Merger Agreement)
with respect to the direct or indirect acquisition or sale, assignment, pledge,
encumbrance, transfer or other disposition of any Shares (each of the above, a
"TRANSFER"); provided, the foregoing shall not be deemed to prohibit any Share
Liens otherwise permitted hereunder. Notwithstanding anything contained herein
to the contrary, during the term of this Agreement the Shareholder shall be
permitted to exercise options, warrants or other rights to acquire shares of
Company Common Stock (any shares so acquired, the "Option Common Stock"). In
addition, notwithstanding anything herein to the contrary, neither the Transfer
of Shares in connection with the terms of any Share Indebtedness nor the
Transfer of Option Common Stock shall be subject to the restrictions on Transfer
set forth in this Section 1.1 (such Transfers referred to herein as the
"PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly

                                       2


and validly authorized, executed and delivered by or on behalf of the
Shareholder, and, assuming due authorization, execution and delivery by Parent,
each constitutes a legal, valid and binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms, subject to (i)
the effect of any applicable bankruptcy, insolvency, moratorium or similar law
affecting creditors' rights generally and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) in case the Shareholder is a corporation or other entity, violate
or conflict with the certificate of incorporation, bylaws, articles of
organization, limited liability company operating agreement, trust agreement or
other equivalent organizational documents of the Shareholder (if any), or (iii)
result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
lien or encumbrance or restriction on any of the material property or assets of
the Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder is a party or by which the Shareholder or any of the
Shareholder's material properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Shareholder of the
transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement, the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement or the transactions contemplated hereby or thereby pursuant to
the requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including

                                       3


options, warrants or other rights to acquire such stock, set forth on the
signature page hereto, are all the securities of the Company owned, directly or
indirectly, of record or beneficially by the Shareholder on the date of this
Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the Merger Agreement), or enter
into or maintain or continue discussions or negotiate with any person or entity
in furtherance of such inquiries or to obtain a Competing Transaction, or agree
to or endorse any Competing Transaction, other than with Parent or an affiliate
of Parent. The Shareholder shall promptly (but in any event within 24 hours)
notify Parent if any proposal or offer, or any inquiry or contact, constituting
or regarding a Competing Transaction is made, and the Shareholder shall promptly
inform Parent as to the material details of any such proposal, offer, inquiry or
contact, including the identity of the party making any such proposal, offer,
inquiry or contact, and, if in writing, promptly deliver or cause to be
delivered to Parent a copy of such proposal, offer, inquiry or contact and any
other written material reasonably relating

                                       4


thereto. The Shareholder immediately shall cease and cause to be terminated all
existing discussions or negotiations with any parties conducted heretofore with
respect to a Competing Transaction. Notwithstanding the provisions of this
Section 3.3, a Shareholder who is also a director or officer of the Company may
take any action in his capacity as such (including complying with or exercising
his fiduciary duties as a member of the Board of Directors of the Company) as is
not limited by the terms of the Merger Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7.      Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent will pay the Shareholder an amount equal to
50% of the profit of Parent realized on the Option Shares from the consummation
of any Competing Transaction that is consummated or with respect to which a
definitive agreement is entered into within 12 months after the applicable
Qualifying Termination (as defined below). Such payment shall be made within 2
business days of the receipt by Parent of the consideration paid to Parent
pursuant to the terms of such Competing Transaction. Such profit shall be
calculated in the manner described for calculation of the profit of the
Shareholder set forth in Section 3.7(f), with all references in Section
3.7(f)(ii) to the Shareholder to be deemed references to Parent. For purposes of
such calculation, in the event that (i) Parent has also acquired shares of
Company Common Stock from any other

                                       5


stockholder of the Company under an agreement comparable to this Agreement
("Other Shares") and (ii) Parent sells the Option Shares and Other Shares in
more than one transaction, then in each such sale Parent shall be deemed to have
sold a pro rata portion of the total Option Shares and Other Shares owned by
Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after receipt of the Option Notice, in the
amount of the Exercise Price times the number of Option Shares.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an

                                       6


amount equal to 50% of the profit of the Shareholder from the consummation of
any Competing Transaction that is consummated or with respect to which a
definitive agreement is entered into within 12 months of such termination. Such
payment shall be made within 2 business days of the receipt by the Shareholder
of the consideration paid to the Shareholder pursuant to the terms of such
Competing Transaction. To exercise its rights under this Section 3.7(f),
Parent's demand must be made within 10 business days following the consummation
of such Competing Transaction.

                  (ii) For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv) Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction in respect of the Option Shares other than
in cash, then any payment of profit required to be made under this Section 3.7
by Parent or the Shareholder may be made, at the option of the payor, using the
form of consideration so received; provided that if more than one form of
consideration is received by the payor pursuant to a Competing Transaction, any
payment of profit (other than a payment entirely in cash) shall be made in the
respective proportions in which such forms of consideration were received by the
payor pursuant to the Competing Transaction.

                                       7


Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that he shall take all
actions necessary to remain in compliance with the terms of any Share
Indebtedness and avoid the foreclosure of any Share Lien. The Shareholder agrees
that he will not create any Share Lien after the date hereof in favor of any
Person which, individually or as part of a group, intends to make or has made a
proposal or offer in respect of a Competing Transaction. The Shareholder further
agrees that, within one Business Day after receiving any Option Notice, he shall
identify all Lien Holders and the amounts of all Share Indebtedness so that
Parent may repay all such Share Indebtedness upon the Option Closing Date, with
a corresponding reduction in the Exercise Price payable to the Shareholder.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, that the Company may pay
or reimburse the Shareholder for such costs and expenses of the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party

                                       8


to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
respective parties at the following addresses (or at such other addresses as
shall be specified by notice given in accordance with this Section 4.6):

             (a) if to Parent:

             Fidelity National Financial, Inc.
             601 Riverside Avenue, 12th Floor
             Jacksonville, FL 32204
             Attention: Christopher A. Rose
                          Senior Vice President
             Telephone: (904) 854-8544
             Facsimile: (904) 357-1026

             with a copy to:

             LeBoeuf, Lamb, Greene & MacRae, L.L.P.
             125 West 55th Street
             New York, NY 10019
             Attention: Robert S. Rachofsky
             Telephone: (212) 424-8088
             Facsimile: (212) 649-9479

             (b) If to the Shareholder to:

             John W. Collins
             InterCept, Inc.
             3150 Holcomb Bridge Road
             Suite 200
             Norcross, GA 30071-1370
             Facsimile No.: (770) 840-2701

             with a copy to:

             Rogers & Hardin
             229 Peachtree St. NE
             2700 International Tower
             Atlanta, GA 30303
             Attention: Alan Leet

                                       9


Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger,

                                       10


the term "SHARES" will be deemed to refer to and include the shares of the
Company Common Stock as well as all such stock dividends and distributions and
any shares or other securities into which or for which any or all of the Shares
may be changed or exchanged and appropriate adjustments shall be made to the
terms and provisions of this Agreement and the Proxy.

Section 4.14. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By: /s/ John W. Collins
    -------------------
Name: John W. Collins

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By: /s/ John W. Collins
    -------------------
Signature of Shareholder:
Print Name of Shareholder: John W. Collins
Shares beneficially owned:
959,568 shares of Company Common Stock
1,162,703 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
             Signature Page to Irrevocable Proxy

                                       14

EX-99.7

                                                                       EXHIBIT 7

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
J. Daniel Speight (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a
Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to (i) the liens and interests in
existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                        1


                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                        2


                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a)   The execution and delivery of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder does not,
and the performance of this Agreement by the Shareholder and the grant of the
Proxy to Parent by the Shareholder will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Shareholder
or by which the Shareholder or any of the Shareholder's material properties is
bound or affected, (ii) in case the Shareholder is a corporation or other
entity, violate or conflict with the certificate of incorporation, bylaws,
articles of organization, limited liability company operating agreement, trust
agreement or other equivalent organizational documents of the Shareholder (if
any), or (iii) result in or constitute (with or without notice or lapse of time
or both) any breach of or default under, or give to another party any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the material
property or assets of the Shareholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's material properties is bound or
affected. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Shareholder is a trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by the Shareholder of the transactions contemplated by this Agreement.

            (b)   The execution, delivery and performance of this Agreement by
the Shareholder and the grant of the Proxy to Parent by the Shareholder do not
and will not require any consent, approval, authorization or permit of, or
filing with or notification by the Shareholder to, any third party or any
governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or delay the performance by the Shareholder of its obligations
under this Agreement. Other than this Agreement, the Shareholder does not have
any understanding in effect with respect to the voting or transfer of any
Shares. The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                        3


or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                        4


Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a)   The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                       5


will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

            (b)   Parent or its designee may exercise the Option in whole and
not in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c)   In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d)   At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                        6


transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

            (e)   The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f)   (i) As an alternative to Parent's exercise of the Option, in
the event of a Qualifying Termination, at Parent's election, the Shareholder
shall pay to Parent on demand an amount equal to 50% of the profit of the
Shareholder from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months of such termination. Such payment shall be made within 2
business days of the receipt by the Shareholder of the consideration paid to the
Shareholder pursuant to the terms of such Competing Transaction. To exercise its
rights under this Section 3.7(f), Parent's demand must be made within 10
business days following the consummation of such Competing Transaction.

                  (ii)  For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv)  Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g)   Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                        7


in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                        8


be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                  (a) if to Parent:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue, 12th Floor
                  Jacksonville, FL 32204
                  Attention:  Christopher A. Rose
                                Senior Vice President
                  Telephone:  (904) 854-8544
                  Facsimile:  (904) 357-1026

                  with a copy to:

                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY 10019
                  Attention:  Robert S. Rachofsky
                  Telephone:  (212) 424-8088
                  Facsimile:  (212) 649-9479

                  (b) If to the Shareholder to:

                  J. Daniel Speight
                  InterCept, Inc.
                  3150 Holcomb Bridge Road
                  Suite 200
                  Norcross, GA 30071-1370
                  Facsimile No.:(770) 840-2701

                  with a copy to:

                  Rodgers & Hardin
                  229 Peachtree St. NE
                  2700 International Tower

                               9


                  Atlanta, GA  30303
                  Attention:  Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10


Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By:  /s/ William P. Foley, II
     -------------------------------
Name:  William P. Foley, II
Title: Chairman and CEO

By:  /s/ J. Daniel Speight
     -------------------------------
Name: J. Daniel Speight

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By:  /s/ J. Daniel Speight
    -----------------------------
Signature of Shareholder:
Print Name of Shareholder: J. Daniel Speight
Shares beneficially owned:
415 shares of Company Common Stock
35,000 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
              Signature Page to Irrevocable Proxy

                                       14

EX-99.8

                                                                       EXHIBIT 8

                             SHAREHOLDER'S AGREEMENT

         SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this
"AGREEMENT"), between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("PARENT") and John D. Schneider, Jr. (the "SHAREHOLDER"), a shareholder of
INTERCEPT, INC., a Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

         WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

         WHEREAS, as of the date hereof, subject to (i) the liens and interests
in existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

         WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                        1



                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                        2



                                   ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

                  (a) The execution and delivery of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder does not,
and the performance of this Agreement by the Shareholder and the grant of the
Proxy to Parent by the Shareholder will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Shareholder
or by which the Shareholder or any of the Shareholder's material properties is
bound or affected, (ii) in case the Shareholder is a corporation or other
entity, violate or conflict with the certificate of incorporation, bylaws,
articles of organization, limited liability company operating agreement, trust
agreement or other equivalent organizational documents of the Shareholder (if
any), or (iii) result in or constitute (with or without notice or lapse of time
or both) any breach of or default under, or give to another party any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the material
property or assets of the Shareholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's material properties is bound or
affected. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Shareholder is a trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by the Shareholder of the transactions contemplated by this Agreement.

                  (b) The execution, delivery and performance of this Agreement
by the Shareholder and the grant of the Proxy to Parent by the Shareholder do
not and will not require any consent, approval, authorization or permit of, or
filing with or notification by the Shareholder to, any third party or any
governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or delay the performance by the Shareholder of its obligations
under this Agreement. Other than this Agreement, the Shareholder does not have
any understanding in effect with respect to the voting or transfer of any
Shares. The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                        3



or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                        4



Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

                  (a) The Shareholder hereby grants to Parent an irrevocable
option (the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                        5



will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

                  (b) Parent or its designee may exercise the Option in whole
and not in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

                  (c) In the event that Parent wishes to exercise the Option,
Parent must give written notice (the "OPTION NOTICE," with the date of the
Option Notice being hereinafter called the "NOTICE DATE") to the Shareholder
during the Option Exercise Period that it will purchase the Option Shares
pursuant to the Option. The Option Notice shall specify a place (which, if the
Shareholder is then an officer or director of the Company, shall be the
principal executive offices of the Company) and a date (the "OPTION CLOSING
DATE") (not later than 10 business days from the Notice Date subject to
extension as set forth below) for closing such purchase (a "CLOSING"). Parent's
obligation to purchase the Option Shares upon any exercise of the Option, and
the Shareholder's obligation to sell the Option Shares upon any exercise of the
Option, is subject (at the election of each of Parent or Shareholder) to the
conditions that (i) no preliminary or permanent injunction or other order
against the purchase of the Option Shares issued by any federal, state or
foreign court of competent jurisdiction shall be in effect (and no action or
proceeding by any Governmental Entity (as defined in the Merger Agreement) shall
have been commenced or threatened for purposes of obtaining such injunction or
order) and (ii) any applicable waiting period under the HSR Act shall have
expired or been terminated. If there shall be in effect any such injunction or
order or all HSR Act waiting periods shall not have expired or been terminated,
in each case on the Option Closing Date specified in the Option Notice, then at
Parent's election, the Option Closing Date may be extended until the later of
(i) 10 business days after the Option Closing Date so specified or (ii) the
earlier of (A) three business days after expiration or termination of all HSR
Act waiting periods or (B) 60 calendar days after the Notice Date. Parent's
obligation to purchase the Option Shares upon any exercise of the Option is
further subject (at Parent's election) to the condition that there shall have
been no material breach of the representations, warranties, covenants or
agreements of the Shareholder contained in this Agreement or of the Company
contained in the Merger Agreement which is not known by Parent at or prior to
its exercise of the Option.

                  (d) At any Closing, (i) the Shareholder will deliver to Parent
the certificate or certificates representing the Option Shares in proper form
for transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                        6



transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

                  (e) The Shareholder has granted the Option to Parent in order
to induce Parent to enter into and consummate the transactions contemplated by
the Merger Agreement.

                  (f) (i) As an alternative to Parent's exercise of the Option,
in the event of a Qualifying Termination, at Parent's election, the Shareholder
shall pay to Parent on demand an amount equal to 50% of the profit of the
Shareholder from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months of such termination. Such payment shall be made within 2
business days of the receipt by the Shareholder of the consideration paid to the
Shareholder pursuant to the terms of such Competing Transaction. To exercise its
rights under this Section 3.7(f), Parent's demand must be made within 10
business days following the consummation of such Competing Transaction.

                           (ii) For purposes of this Section 3.7(f), the profit
         of the Shareholder from any Competing Transaction shall equal (a) the
         aggregate consideration received by the Shareholder (either directly or
         with respect to repayment of Share Indebtedness) in consideration of
         the Shares pursuant to such Competing Transaction, valuing any non-cash
         consideration (including any residual interest in the Company) at its
         Fair Market Value (defined below in Section 3.7(f)(iii)) on the date of
         consummation of such Competing Transaction plus (b) the aggregate
         consideration received by the Shareholder (either directly or with
         respect to repayment of Share Indebtedness) in respect of all Shares
         the Shareholder disposed of after the termination of the Merger
         Agreement and prior to the date of consummation of such Competing
         Transaction less (c) the Exercise Price times the aggregate number of
         Shares of Company Common Stock disposed of by the Shareholder as
         referred to in clauses (a) and (b) of this Section 3.7(f)(ii).

                           (iii) For purposes of this Section 3.7(f), the Fair
         Market Value of any non-cash consideration consisting of: (a)
         securities listed on a national securities exchange or traded on the
         NASDAQ/NMS shall be equal to the average closing price per share of
         such security as reported on such exchange or NASDAQ/NMS for the five
         trading days after the date of determination; and (b) consideration
         which is other than cash or securities in clause (a) above shall be
         determined by a nationally recognized independent investment banking
         firm mutually agreed upon by the parties within 10 business days of the
         event requiring selection of such banking firm; provided, however, that
         if the parties are unable to agree within two business days after the
         date of such event as to the investment banking firm, then the parties
         shall each select one firm, and those firms shall select a third
         investment banking firm, which third firm shall make such
         determination.

                           (iv) Any payment of profit under this Section 3.7(f)
         shall be paid by wire transfer of same day funds to an account
         designated by Parent.

                  (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                        7



in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                   ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                        8



be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                  (a) if to Parent:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue, 12th Floor
                  Jacksonville, FL 32204
                  Attention: Christopher A. Rose
                               Senior Vice President
                  Telephone: (904) 854-8544
                  Facsimile: (904) 357-1026

                  with a copy to:

                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY 10019
                  Attention: Robert S. Rachofsky
                  Telephone: (212) 424-8088
                  Facsimile: (212) 649-9479

                  (b) If to the Shareholder to:

                  John D. Schneider
                  InterCept, Inc.
                  3150 Holcomb Bridge Road
                  Suite 200
                  Norcross, GA 30071-1370
                  Facsimile No.: (770) 840-2701

                  with a copy to:

                  Rogers & Hardin
                  229 Peachtree St. NE
                  2700 International Tower

                                        9



                  Atlanta, GA  30303
                  Attention: Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10



Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11



         IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or
has caused this Agreement to be executed by its duly authorized officer as of
the date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ----------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By: /s/ John D. Schneider, Jr.
    ----------------------------
Name: John D. Schneider, Jr.

                                       12



                                    EXHIBIT A

                                IRREVOCABLE PROXY

         The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a
Georgia corporation (the "COMPANY"), hereby irrevocably (to the fullest extent
permitted by law) appoints Brent B. Bickett, Executive Vice President of
Fidelity National Financial, Inc., a Delaware corporation ("PARENT"), and any
other officer of Parent as Brent B. Bickett may designate, and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

         This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

         The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13



or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

         The attorneys and proxies named above may not exercise this Proxy on
any other matter except as provided above. Shareholder may vote the Shares on
all other matters. Any obligation of Shareholder hereunder shall be binding upon
the successors and assigns of Shareholder.

         This Proxy is irrevocable (to the fullest extent permitted by law).
This Proxy shall terminate, and be of no further force and effect, automatically
upon the Termination Date.

Dated: September 8, 2004

By: /s/ John D. Schneider, Jr.
    ------------------------------
Signature of Shareholder:
Print Name of Shareholder: John D. Schneider, Jr.
Shares beneficially owned:
10,005 shares of Company Common Stock
45,001 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
         Signature Page to Irrevocable Proxy

                                       14

EX-99.9

                                                                       EXHIBIT 9

                             SHAREHOLDER'S AGREEMENT

         SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this
"AGREEMENT"), between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("PARENT") and L. Rand Fluitt (the "SHAREHOLDER"), a shareholder of INTERCEPT,
INC., a Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

         WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

         WHEREAS, as of the date hereof, subject to (i) the liens and interests
in existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

         WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                       1


                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                        2



                                   ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

                  (a) The execution and delivery of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder does not,
and the performance of this Agreement by the Shareholder and the grant of the
Proxy to Parent by the Shareholder will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Shareholder
or by which the Shareholder or any of the Shareholder's material properties is
bound or affected, (ii) in case the Shareholder is a corporation or other
entity, violate or conflict with the certificate of incorporation, bylaws,
articles of organization, limited liability company operating agreement, trust
agreement or other equivalent organizational documents of the Shareholder (if
any), or (iii) result in or constitute (with or without notice or lapse of time
or both) any breach of or default under, or give to another party any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the material
property or assets of the Shareholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's material properties is bound or
affected. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Shareholder is a trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by the Shareholder of the transactions contemplated by this Agreement.

                  (b) The execution, delivery and performance of this Agreement
by the Shareholder and the grant of the Proxy to Parent by the Shareholder do
not and will not require any consent, approval, authorization or permit of, or
filing with or notification by the Shareholder to, any third party or any
governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or delay the performance by the Shareholder of its obligations
under this Agreement. Other than this Agreement, the Shareholder does not have
any understanding in effect with respect to the voting or transfer of any
Shares. The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                        3



or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                        4



Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

                  (a) The Shareholder hereby grants to Parent an irrevocable
option (the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                        5



will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

                  (b) Parent or its designee may exercise the Option in whole
and not in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

                  (c) In the event that Parent wishes to exercise the Option,
Parent must give written notice (the "OPTION NOTICE," with the date of the
Option Notice being hereinafter called the "NOTICE DATE") to the Shareholder
during the Option Exercise Period that it will purchase the Option Shares
pursuant to the Option. The Option Notice shall specify a place (which, if the
Shareholder is then an officer or director of the Company, shall be the
principal executive offices of the Company) and a date (the "OPTION CLOSING
DATE") (not later than 10 business days from the Notice Date subject to
extension as set forth below) for closing such purchase (a "CLOSING"). Parent's
obligation to purchase the Option Shares upon any exercise of the Option, and
the Shareholder's obligation to sell the Option Shares upon any exercise of the
Option, is subject (at the election of each of Parent or Shareholder) to the
conditions that (i) no preliminary or permanent injunction or other order
against the purchase of the Option Shares issued by any federal, state or
foreign court of competent jurisdiction shall be in effect (and no action or
proceeding by any Governmental Entity (as defined in the Merger Agreement) shall
have been commenced or threatened for purposes of obtaining such injunction or
order) and (ii) any applicable waiting period under the HSR Act shall have
expired or been terminated. If there shall be in effect any such injunction or
order or all HSR Act waiting periods shall not have expired or been terminated,
in each case on the Option Closing Date specified in the Option Notice, then at
Parent's election, the Option Closing Date may be extended until the later of
(i) 10 business days after the Option Closing Date so specified or (ii) the
earlier of (A) three business days after expiration or termination of all HSR
Act waiting periods or (B) 60 calendar days after the Notice Date. Parent's
obligation to purchase the Option Shares upon any exercise of the Option is
further subject (at Parent's election) to the condition that there shall have
been no material breach of the representations, warranties, covenants or
agreements of the Shareholder contained in this Agreement or of the Company
contained in the Merger Agreement which is not known by Parent at or prior to
its exercise of the Option.

                  (d) At any Closing, (i) the Shareholder will deliver to Parent
the certificate or certificates representing the Option Shares in proper form
for transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                        6



transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

                  (e) The Shareholder has granted the Option to Parent in order
to induce Parent to enter into and consummate the transactions contemplated by
the Merger Agreement.

                  (f) (i) As an alternative to Parent's exercise of the Option,
in the event of a Qualifying Termination, at Parent's election, the Shareholder
shall pay to Parent on demand an amount equal to 50% of the profit of the
Shareholder from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months of such termination. Such payment shall be made within 2
business days of the receipt by the Shareholder of the consideration paid to the
Shareholder pursuant to the terms of such Competing Transaction. To exercise its
rights under this Section 3.7(f), Parent's demand must be made within 10
business days following the consummation of such Competing Transaction.

                           (ii) For purposes of this Section 3.7(f), the profit
         of the Shareholder from any Competing Transaction shall equal (a) the
         aggregate consideration received by the Shareholder (either directly or
         with respect to repayment of Share Indebtedness) in consideration of
         the Shares pursuant to such Competing Transaction, valuing any non-cash
         consideration (including any residual interest in the Company) at its
         Fair Market Value (defined below in Section 3.7(f)(iii)) on the date of
         consummation of such Competing Transaction plus (b) the aggregate
         consideration received by the Shareholder (either directly or with
         respect to repayment of Share Indebtedness) in respect of all Shares
         the Shareholder disposed of after the termination of the Merger
         Agreement and prior to the date of consummation of such Competing
         Transaction less (c) the Exercise Price times the aggregate number of
         Shares of Company Common Stock disposed of by the Shareholder as
         referred to in clauses (a) and (b) of this Section 3.7(f)(ii).

                           (iii) For purposes of this Section 3.7(f), the Fair
         Market Value of any non-cash consideration consisting of: (a)
         securities listed on a national securities exchange or traded on the
         NASDAQ/NMS shall be equal to the average closing price per share of
         such security as reported on such exchange or NASDAQ/NMS for the five
         trading days after the date of determination; and (b) consideration
         which is other than cash or securities in clause (a) above shall be
         determined by a nationally recognized independent investment banking
         firm mutually agreed upon by the parties within 10 business days of the
         event requiring selection of such banking firm; provided, however, that
         if the parties are unable to agree within two business days after the
         date of such event as to the investment banking firm, then the parties
         shall each select one firm, and those firms shall select a third
         investment banking firm, which third firm shall make such
         determination.

                           (iv) Any payment of profit under this Section 3.7(f)
         shall be paid by wire transfer of same day funds to an account
         designated by Parent.

                  (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                        7



in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                   ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                        8




be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                  (a) if to Parent:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue, 12th Floor
                  Jacksonville, FL 32204
                  Attention: Christopher A. Rose
                               Senior Vice President
                  Telephone: (904) 854-8544
                  Facsimile: (904) 357-1026

                  with a copy to:

                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY 10019
                  Attention: Robert S. Rachofsky
                  Telephone: (212) 424-8088
                  Facsimile: (212) 649-9479

                  (b) If to the Shareholder to:

                  L. Rand Fluitt
                  InterCept, Inc.
                  3150 Holcomb Bridge Road
                  Suite 200
                  Norcross, GA 30071-1370
                  Facsimile No.: (770) 840-2701

                  with a copy to:

                  Rogers & Hardin
                  229 Peachtree St. NE
                  2700 International Tower

                                        9



                  Atlanta, GA 30303
                  Attention: Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10



Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11



         IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or
has caused this Agreement to be executed by its duly authorized officer as of
the date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    -----------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By: /s/ L. Rand Fluitt
    -----------------------------
Name: L. Rand Fluitt

                                       12



                                    EXHIBIT A

                                IRREVOCABLE PROXY

         The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a
Georgia corporation (the "COMPANY"), hereby irrevocably (to the fullest extent
permitted by law) appoints Brent B. Bickett, Executive Vice President of
Fidelity National Financial, Inc., a Delaware corporation ("PARENT"), and any
other officer of Parent as Brent B. Bickett may designate, and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

         This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

         The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13



or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

         The attorneys and proxies named above may not exercise this Proxy on
any other matter except as provided above. Shareholder may vote the Shares on
all other matters. Any obligation of Shareholder hereunder shall be binding upon
the successors and assigns of Shareholder.

         This Proxy is irrevocable (to the fullest extent permitted by law).
This Proxy shall terminate, and be of no further force and effect, automatically
upon the Termination Date.

Dated: September 8, 2004

By: /s/ L. Rand Fluitt
    -------------------------------
Signature of Shareholder:
Print Name of Shareholder: L. Rand Fluitt
Shares beneficially owned:
6,271 shares of Company Common Stock
150,000 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
         Signature Page to Irrevocable Proxy

                                       14

EX-99.10

                                                                      EXHIBIT 10

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
Jonathan R. Coe (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a Georgia
corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to (i) the liens and interests in
existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                       1


                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                       2


                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) in case the Shareholder is a corporation or other entity, violate
or conflict with the certificate of incorporation, bylaws, articles of
organization, limited liability company operating agreement, trust agreement or
other equivalent organizational documents of the Shareholder (if any), or (iii)
result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
lien or encumbrance or restriction on any of the material property or assets of
the Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder is a party or by which the Shareholder or any of the
Shareholder's material properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Shareholder of the
transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement, the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                       3


or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                       4


Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                       5


will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                       6


transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an amount equal to 50% of the profit of the Shareholder
from the consummation of any Competing Transaction that is consummated or with
respect to which a definitive agreement is entered into within 12 months of such
termination. Such payment shall be made within 2 business days of the receipt by
the Shareholder of the consideration paid to the Shareholder pursuant to the
terms of such Competing Transaction. To exercise its rights under this Section
3.7(f), Parent's demand must be made within 10 business days following the
consummation of such Competing Transaction.

                  (ii) For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv) Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                       7


in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                       8


be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                  (a) if to Parent:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue, 12th Floor
                  Jacksonville, FL  32204
                  Attention: Christopher A. Rose
                               Senior Vice President
                  Telephone: (904) 854-8544
                  Facsimile: (904) 357-1026

                  with a copy to:

                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY  10019
                  Attention: Robert S. Rachofsky
                  Telephone: (212) 424-8088
                  Facsimile: (212) 649-9479

                  (b) If to the Shareholder to:

                  Jonathan R.Coe
                  InterCept, Inc.
                  3150 Holcomb Bridge Road
                  Suite 200
                  Norcross, GA 30071-1370
                  Facsimile No.: (770) 840-2701

                  with a copy to:

                  Rogers & Hardin
                  229 Peachtree St. NE
                  2700 International Tower

                                       9


                  Atlanta, GA 30303
                  Attention: Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10


Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By:/s/ William P. Foley, II
   --------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By:/s/ Jonathan R. Coe
   -------------------------
Name: Jonathan R. Coe

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By:/s/ Jonathan R. Coe
   --------------------------
Signature of Shareholder:
Print Name of Shareholder: Jonathan R. Coe
Shares beneficially owned:
464 shares of Company Common Stock
18,500 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
                  Signature Page to Irrevocable Proxy

                                       14

EX-99.11

                                                                      EXHIBIT 11

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
Glenn W. Sturm (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a Georgia
corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to any liens and security
interests securing current or future margin loans or other obligations (a "Share
Lien") in favor of a third party (a "Lien Holder") (any indebtedness secured by
any Share Lien is herein referred to as "SHARE INDEBTEDNESS"), the Shareholder
owns beneficially or of record or has the power to vote, or direct the vote of,
the number of shares of common stock, no par value, of the Company (the "COMPANY
COMMON STOCK"), as set forth on the signature page hereto (all such Company
Common Stock and any shares of Company Common Stock of which ownership of record
or beneficially or the power to vote is hereafter acquired by the Shareholder
prior to the termination of this Agreement being referred to herein as the
"SHARES") (capitalized terms not otherwise defined in this Agreement shall have
the same meaning as in the Merger Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment,

                                        1


option or other arrangement or undertaking (other than the Merger Agreement)
with respect to the direct or indirect acquisition or sale, assignment, pledge,
encumbrance, transfer or other disposition of any Shares (each of the above, a
"TRANSFER"); provided, the foregoing shall not be deemed to prohibit any Share
Liens otherwise permitted hereunder. Notwithstanding anything contained herein
to the contrary, during the term of this Agreement the Shareholder shall be
permitted to exercise options, warrants or other rights to acquire shares of
Company Common Stock (any shares so acquired, the "Option Common Stock"). In
addition, notwithstanding anything herein to the contrary, neither the Transfer
of Shares in connection with the terms of any Share Indebtedness nor the
Transfer of Option Common Stock shall be subject to the restrictions on Transfer
set forth in this Section 1.1 (such Transfers referred to herein as the
"PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly

                                        2


and validly authorized, executed and delivered by or on behalf of the
Shareholder, and, assuming due authorization, execution and delivery by Parent,
each constitutes a legal, valid and binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms, subject to (i)
the effect of any applicable bankruptcy, insolvency, moratorium or similar law
affecting creditors' rights generally and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a)   The execution and delivery of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder does not,
and the performance of this Agreement by the Shareholder and the grant of the
Proxy to Parent by the Shareholder will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Shareholder
or by which the Shareholder or any of the Shareholder's material properties is
bound or affected, (ii) in case the Shareholder is a corporation or other
entity, violate or conflict with the certificate of incorporation, bylaws,
articles of organization, limited liability company operating agreement, trust
agreement or other equivalent organizational documents of the Shareholder (if
any), or (iii) result in or constitute (with or without notice or lapse of time
or both) any breach of or default under, or give to another party any right of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the material
property or assets of the Shareholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's material properties is bound or
affected. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Shareholder is a trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by the Shareholder of the transactions contemplated by this Agreement.

            (b)   The execution, delivery and performance of this Agreement by
the Shareholder and the grant of the Proxy to Parent by the Shareholder do not
and will not require any consent, approval, authorization or permit of, or
filing with or notification by the Shareholder to, any third party or any
governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or delay the performance by the Shareholder of its obligations
under this Agreement. Other than this Agreement, the Shareholder does not have
any understanding in effect with respect to the voting or transfer of any
Shares. The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement or the transactions contemplated hereby or thereby pursuant to
the requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including

                                        3


options, warrants or other rights to acquire such stock, set forth on the
signature page hereto, are all the securities of the Company owned, directly or
indirectly, of record or beneficially by the Shareholder on the date of this
Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the Merger Agreement), or enter
into or maintain or continue discussions or negotiate with any person or entity
in furtherance of such inquiries or to obtain a Competing Transaction, or agree
to or endorse any Competing Transaction, other than with Parent or an affiliate
of Parent. The Shareholder shall promptly (but in any event within 24 hours)
notify Parent if any proposal or offer, or any inquiry or contact, constituting
or regarding a Competing Transaction is made, and the Shareholder shall promptly
inform Parent as to the material details of any such proposal, offer, inquiry or
contact, including the identity of the party making any such proposal, offer,
inquiry or contact, and, if in writing, promptly deliver or cause to be
delivered to Parent a copy of such proposal, offer, inquiry or contact and any
other written material reasonably relating

                                        4


thereto. The Shareholder immediately shall cease and cause to be terminated all
existing discussions or negotiations with any parties conducted heretofore with
respect to a Competing Transaction. Notwithstanding the provisions of this
Section 3.3, a Shareholder who is also a director or officer of the Company may
take any action in his capacity as such (including complying with or exercising
his fiduciary duties as a member of the Board of Directors of the Company) as is
not limited by the terms of the Merger Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a)   The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent will pay the Shareholder an amount equal to
50% of the profit of Parent realized on the Option Shares from the consummation
of any Competing Transaction that is consummated or with respect to which a
definitive agreement is entered into within 12 months after the applicable
Qualifying Termination (as defined below). Such payment shall be made within 2
business days of the receipt by Parent of the consideration paid to Parent
pursuant to the terms of such Competing Transaction. Such profit shall be
calculated in the manner described for calculation of the profit of the
Shareholder set forth in Section 3.7(f), with all references in Section
3.7(f)(ii) to the Shareholder to be deemed references to Parent. For purposes of
such calculation, in the event that (i) Parent has also acquired shares of
Company Common Stock from any other

                                        5


stockholder of the Company under an agreement comparable to this Agreement
("Other Shares") and (ii) Parent sells the Option Shares and Other Shares in
more than one transaction, then in each such sale Parent shall be deemed to have
sold a pro rata portion of the total Option Shares and Other Shares owned by
Parent.

            (b)   Parent or its designee may exercise the Option in whole and
not in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c)   In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d)   At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after receipt of the Option Notice, in the
amount of the Exercise Price times the number of Option Shares.

            (e)   The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f)   (i) As an alternative to Parent's exercise of the Option, in
the event of a Qualifying Termination, at Parent's election, the Shareholder
shall pay to Parent on demand an

                                        6


amount equal to 50% of the profit of the Shareholder from the consummation of
any Competing Transaction that is consummated or with respect to which a
definitive agreement is entered into within 12 months of such termination. Such
payment shall be made within 2 business days of the receipt by the Shareholder
of the consideration paid to the Shareholder pursuant to the terms of such
Competing Transaction. To exercise its rights under this Section 3.7(f),
Parent's demand must be made within 10 business days following the consummation
of such Competing Transaction.

                  (ii)  For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv)  Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g)   Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction in respect of the Option Shares other than
in cash, then any payment of profit required to be made under this Section 3.7
by Parent or the Shareholder may be made, at the option of the payor, using the
form of consideration so received; provided that if more than one form of
consideration is received by the payor pursuant to a Competing Transaction, any
payment of profit (other than a payment entirely in cash) shall be made in the
respective proportions in which such forms of consideration were received by the
payor pursuant to the Competing Transaction.

                                        7


Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that he shall take all
actions necessary to remain in compliance with the terms of any Share
Indebtedness and avoid the foreclosure of any Share Lien. The Shareholder agrees
that he will not create any Share Lien after the date hereof in favor of any
Person which, individually or as part of a group, intends to make or has made a
proposal or offer in respect of a Competing Transaction. The Shareholder further
agrees that, within one Business Day after receiving any Option Notice, he shall
identify all Lien Holders and the amounts of all Share Indebtedness so that
Parent may repay all such Share Indebtedness upon the Option Closing Date, with
a corresponding reduction in the Exercise Price payable to the Shareholder.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, that the Company may pay
or reimburse the Shareholder for such costs and expenses of the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party

                                        8


to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
respective parties at the following addresses (or at such other addresses as
shall be specified by notice given in accordance with this Section 4.6):

                      (a) if to Parent:

                      Fidelity National Financial, Inc.
                      601 Riverside Avenue, 12th Floor
                      Jacksonville, FL  32204
                      Attention:  Christopher A. Rose
                                     Senior Vice President
                      Telephone:  (904) 854-8544
                      Facsimile:  (904) 357-1026

                      with a copy to:

                      LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                      125 West 55th Street
                      New York, NY  10019
                      Attention:   Robert S. Rachofsky
                      Telephone:  (212) 424-8088
                      Facsimile:   (212) 649-9479

                      (b) If to the Shareholder to:

                      Glenn W. Sturm
                      InterCept, Inc.
                      3150 Holcomb Bridge Road
                      Suite 200
                      Norcross, GA 30071-1370
                      Facsimile No.: (770) 840-2701

                      with a copy to:

                      Rogers & Hardin
                      229 Peachtree St. NE
                      2700 International Tower
                      Atlanta, GA 30303
                      Attention: Alan Leet

                                        9


Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger,

                                       10


the term "SHARES" will be deemed to refer to and include the shares of the
Company Common Stock as well as all such stock dividends and distributions and
any shares or other securities into which or for which any or all of the Shares
may be changed or exchanged and appropriate adjustments shall be made to the
terms and provisions of this Agreement and the Proxy.

Section 4.14. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    -----------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By: /s/ Glenn W. Sturm
    -----------------------------
Name: Glenn W. Sturm

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By: /s/ Glenn W. Sturm
    -----------------------------
Signature of Shareholder:
Print Name of Shareholder: Glenn W. Sturm
Shares beneficially owned:
275,472 shares of Company Common Stock
58,333 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
                    Signature Page to Irrevocable Proxy

                                       14

EX-99.12

                                                                      EXHIBIT 12

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
Michael D. Sulpy (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a
Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to (i) the liens and interests in
existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                       1


                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                       2


                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) in case the Shareholder is a corporation or other entity, violate
or conflict with the certificate of incorporation, bylaws, articles of
organization, limited liability company operating agreement, trust agreement or
other equivalent organizational documents of the Shareholder (if any), or (iii)
result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
lien or encumbrance or restriction on any of the material property or assets of
the Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder is a party or by which the Shareholder or any of the
Shareholder's material properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Shareholder of the
transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement, the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                       3


or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                       4


Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                       5


will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                       6


transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an amount equal to 50% of the profit of the Shareholder
from the consummation of any Competing Transaction that is consummated or with
respect to which a definitive agreement is entered into within 12 months of such
termination. Such payment shall be made within 2 business days of the receipt by
the Shareholder of the consideration paid to the Shareholder pursuant to the
terms of such Competing Transaction. To exercise its rights under this Section
3.7(f), Parent's demand must be made within 10 business days following the
consummation of such Competing Transaction.

                  (ii) For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv) Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                       7


in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                   ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                       8


be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

            (a) if to Parent:

            Fidelity National Financial, Inc.
            601 Riverside Avenue, 12th Floor
            Jacksonville, FL 32204
            Attention: Christopher A. Rose
                        Senior Vice President
            Telephone: (904) 854-8544
            Facsimile: (904) 357-1026

            with a copy to:

            LeBoeuf, Lamb, Greene & MacRae, L.L.P.
            125 West 55th Street
            New York, NY 10019
            Attention: Robert S. Rachofsky
            Telephone: (212) 424-8088
            Facsimile: (212) 649-9479

            (b) If to the Shareholder to:

            Michael D. Sulpy
            InterCept, Inc.
            3150 Holcomb Bridge Road
            Suite 200
            Norcross, GA 30071-1370
            Facsimile No.: (770) 840-2701

            with a copy to:

            Rogers & Hardin
            229 Peachtree St. NE
            2700 International Tower
            Atlanta, GA 30303

                                       9


            Attention: Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10


Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By: /s/ Michael D. Sulpy
    --------------------
Name: Michael D. Sulpy

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By: /s/ Michael D. Sulpy
    --------------------
Signature of Shareholder:
Print Name of Shareholder: Michael D. Sulpy
Shares beneficially owned:
290,814 shares of Company Common Stock
70,000 shares of Company Common Stock
issuable upon exercise of outstanding options or warrants
                      Signature Page to Irrevocable Proxy

                                       14

EX-99.13

                                                                      EXHIBIT 13

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
Denise C. Saylor (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a
Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to (i) the liens and interests in
existence on the date hereof, if any, which have been described in a letter
dated the date hereof from the Shareholder to Parent (the "Existing Share
Liens") in favor of the party identified in such letter (the "Existing Lien
Holder") (it being understood that if no such letter has been delivered then
there are no Existing Share Liens) and (ii) any additional lien or interest
securing a broker margin loan entered into in the future consistent with the
provisions of this Agreement (a "Future Lien" and, together with the Existing
Share Liens, the "Share Liens") in favor of a broker-dealer (a "Future Lien
Holder" and, together with the Existing Lien Holder, the "Lien Holders") (any
indebtedness secured by any Share Lien is herein referred to as "SHARE
INDEBTEDNESS"), the Shareholder owns beneficially or of record or has the power
to vote, or direct the vote of, the number of shares of common stock, no par
value, of the Company (the "COMPANY COMMON STOCK"), as set forth on the
signature page hereto (all such Company Common Stock and any shares of Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                       1


                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment, option or other arrangement or undertaking
(other than the Merger Agreement) with respect to the direct or indirect
acquisition or sale, assignment, pledge, encumbrance, transfer or other
disposition of any Shares (each of the above, a "TRANSFER"); provided, the
foregoing shall not be deemed to prohibit any Share Liens otherwise permitted
hereunder. Notwithstanding anything contained herein to the contrary, during the
term of this Agreement the Shareholder shall be permitted to exercise options,
warrants or other rights to acquire shares of Company Common Stock (any shares
so acquired, the "Option Common Stock"). In addition, notwithstanding anything
herein to the contrary, neither the Transfer of Shares in connection with the
terms of any Share Indebtedness nor the Transfer of Option Common Stock shall be
subject to the restrictions on Transfer set forth in this Section 1.1 (such
Transfers referred to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                       2


                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) in case the Shareholder is a corporation or other entity, violate
or conflict with the certificate of incorporation, bylaws, articles of
organization, limited liability company operating agreement, trust agreement or
other equivalent organizational documents of the Shareholder (if any), or (iii)
result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
lien or encumbrance or restriction on any of the material property or assets of
the Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder is a party or by which the Shareholder or any of the
Shareholder's material properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Shareholder of the
transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement, the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement

                                       3


or the transactions contemplated hereby or thereby pursuant to the requirements
of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including options,
warrants or other rights to acquire such stock, set forth on the signature page
hereto, are all the securities of the Company owned, directly or indirectly, of
record or beneficially by the Shareholder on the date of this Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the

                                       4


Merger Agreement), or enter into or maintain or continue discussions or
negotiate with any person or entity in furtherance of such inquiries or to
obtain a Competing Transaction, or agree to or endorse any Competing
Transaction, other than with Parent or an affiliate of Parent. The Shareholder
shall promptly (but in any event within 24 hours) notify Parent if any proposal
or offer, or any inquiry or contact, constituting or regarding a Competing
Transaction is made, and the Shareholder shall promptly inform Parent as to the
material details of any such proposal, offer, inquiry or contact, including the
identity of the party making any such proposal, offer, inquiry or contact, and,
if in writing, promptly deliver or cause to be delivered to Parent a copy of
such proposal, offer, inquiry or contact and any other written material
reasonably relating thereto. The Shareholder immediately shall cease and cause
to be terminated all existing discussions or negotiations with any parties
conducted heretofore with respect to a Competing Transaction. Notwithstanding
the provisions of this Section 3.3, a Shareholder who is also a director or
officer of the Company may take any action in his capacity as such (including
complying with or exercising his fiduciary duties as a member of the Board of
Directors of the Company) as is not limited by the terms of the Merger
Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent

                                       5

will pay the Shareholder an amount equal to 50% of the profit of Parent realized
on the Option Shares from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months after the applicable Qualifying Termination (as defined below).
Such payment shall be made within 2 business days of the receipt by Parent of
the consideration paid to Parent pursuant to the terms of such Competing
Transaction. Such profit shall be calculated in the manner described for
calculation of the profit of the Shareholder set forth in Section 3.7(f), with
all references in Section 3.7(f)(ii) to the Shareholder to be deemed references
to Parent. For purposes of such calculation, in the event that (i) Parent has
also acquired shares of Company Common Stock from any other stockholder of the
Company under an agreement comparable to this Agreement ("Other Shares") and
(ii) Parent sells the Option Shares and Other Shares in more than one
transaction, then in each such sale Parent shall be deemed to have sold a pro
rata portion of the total Option Shares and Other Shares owned by Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire

                                       6


transfer of immediately available funds to an account or accounts, which account
or accounts shall be designated in writing to Parent within five days after
receipt of the Option Notice, in the amount of the Exercise Price times the
number of Option Shares.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an amount equal to 50% of the profit of the Shareholder
from the consummation of any Competing Transaction that is consummated or with
respect to which a definitive agreement is entered into within 12 months of such
termination. Such payment shall be made within 2 business days of the receipt by
the Shareholder of the consideration paid to the Shareholder pursuant to the
terms of such Competing Transaction. To exercise its rights under this Section
3.7(f), Parent's demand must be made within 10 business days following the
consummation of such Competing Transaction.

                (ii)  For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                (iii) For purposes of this Section 3.7(f), the Fair Market Value
      of any non-cash consideration consisting of: (a) securities listed on a
      national securities exchange or traded on the NASDAQ/NMS shall be equal to
      the average closing price per share of such security as reported on such
      exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                (iv)  Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g)   Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction

                                       7


in respect of the Option Shares other than in cash, then any payment of profit
required to be made under this Section 3.7 by Parent or the Shareholder may be
made, at the option of the payor, using the form of consideration so received;
provided that if more than one form of consideration is received by the payor
pursuant to a Competing Transaction, any payment of profit (other than a payment
entirely in cash) shall be made in the respective proportions in which such
forms of consideration were received by the payor pursuant to the Competing
Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall

                                       8


be paid by the party incurring such costs and expenses; provided, however, that
the Company may pay or reimburse the Shareholder for such costs and expenses of
the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

            (a) if to Parent:

            Fidelity National Financial, Inc.
            601 Riverside Avenue, 12th Floor
            Jacksonville, FL 32204
            Attention: Christopher A. Rose
                         Senior Vice President
            Telephone: (904) 854-8544
            Facsimile: (904) 357-1026

            with a copy to:

            LeBoeuf, Lamb, Greene & MacRae, L.L.P.
            125 West 55th Street
            New York, NY 10019
            Attention: Robert S. Rachofsky
            Telephone: (212) 424-8088
            Facsimile: (212) 649-9479

            (b) If to the Shareholder to:

            Denise C. Saylor
            InterCept, Inc.
            3150 Holcomb Bridge Road
            Suite 200
            Norcross, GA 30071-1370
            Facsimile No.: (770) 840-2701

            with a copy to:

            Rogers & Hardin
            229 Peachtree St. NE
            2700 International Tower

                                       9


            Atlanta, GA 30303
            Attention: Alan Leet

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

                                       10


Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger, the term "SHARES" will be deemed to
refer to and include the shares of the Company Common Stock as well as all such
stock dividends and distributions and any shares or other securities into which
or for which any or all of the Shares may be changed or exchanged and
appropriate adjustments shall be made to the terms and provisions of this
Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The effectiveness of the grant of the
Option hereunder shall be conditioned upon either (i) the written consent
thereto of the Existing Lien Holder (which Shareholder agrees to use reasonable
best efforts to obtain as promptly as practicable after the date hereof) or (ii)
after the Merger Agreement is terminated under circumstances such that the
Option may become exercisable hereunder, the repayment by Parent of all amounts
owing to the Existing Lien Holder in connection with the Share Indebtedness,
provided that in such case Parent's sole recourse against the Shareholder on
account of such repayment shall be an offset to the aggregate Exercise Price of
the Option in an equivalent amount. The Shareholder shall not grant any Future
Lien unless the prior written consent of the proposed Future Lien Holder to the
grant of the Option hereunder shall have first been obtained.

Section 4.15. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ---------------------------
Name: William P. Foley, II
Title: Chairman and CEO

By:  /s/ Denise C. Saylor
    ---------------------------
Name:  Denise C. Saylor

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

By: /s/ Denise C. Saylor
    ---------------------------
Signature of Shareholder:
Print Name of Shareholder: Denise C. Saylor
Shares beneficially owned:
105,073 shares of Company Common Stock
92,500 shares of Company Common Stock issuable
upon exercise of outstanding options or warrants
      Signature Page to Irrevocable Proxy

                                       14

EX-99.14

                                                                      EXHIBIT 14

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
JANA MASTER FUND, LTD. (the "SHAREHOLDER"), a shareholder of INTERCEPT, INC., a
Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to any liens and security
interests securing current or future margin loans or other obligations (a "Share
Lien") in favor of a third party (a "Lien Holder") (any indebtedness secured by
any Share Lien is herein referred to as "SHARE INDEBTEDNESS"), the Shareholder
owns beneficially or of record or has the power to vote, or direct the vote of,
the number of shares of common stock, no par value, of the Company (the "COMPANY
COMMON STOCK"), as set forth on the signature page hereto (all such Company
Common Stock and any shares of Company Common Stock of which ownership of record
or beneficially or the power to vote is hereafter acquired by the Shareholder
prior to the termination of this Agreement being referred to herein as the
"SHARES") (capitalized terms not otherwise defined in this Agreement shall have
the same meaning as in the Merger Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect thereto (other than as contemplated hereunder), or (c)
enter into any contract, commitment,

                                       1


option or other arrangement or undertaking (other than the Merger Agreement)
with respect to the direct or indirect acquisition or sale, assignment, pledge,
encumbrance, transfer or other disposition of any Shares (each of the above, a
"TRANSFER"); provided, the foregoing shall not be deemed to prohibit any Share
Liens otherwise permitted hereunder. Notwithstanding anything contained herein
to the contrary, during the term of this Agreement the Shareholder shall be
permitted to exercise options, warrants or other rights to acquire shares of
Company Common Stock (any shares so acquired, the "Option Common Stock"). In
addition, notwithstanding anything herein to the contrary, neither the Transfer
of Shares in connection with the terms of any Share Indebtedness nor the
Transfer of Option Common Stock shall be subject to the restrictions on Transfer
set forth in this Section 1.1 (such Transfers referred to herein as the
"PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder (solely in the Shareholder's capacity as a shareholder of the
Company and without limiting any action that the Shareholder might take as an
officer of the Company (including at the direction of the Board of Directors of
the Company) or a director of the Company or as a member of any committee of the
Board of Directors of the Company (including voting on any matter), other than
any such limits as are imposed by the Merger Agreement) agrees to vote (or cause
to be voted) all of the Shares that Shareholder has the power to vote at any
meeting of the shareholders of the Company or any adjournment thereof, and in
any action by written consent of the shareholders of the Company, in each case
to the extent that such matter is presented for shareholder approval: (a) in
favor of the adoption of the Merger Agreement by the Company and in favor of the
other transactions contemplated by the Merger Agreement, and (b) against any
merger, consolidation, sale of assets, recapitalization or other business
combination involving the Company (other than the Merger) or any other action or
agreement that would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement or which would result in any of the conditions to the Company's or
Parent's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                   ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly

                                       2


and validly authorized, executed and delivered by or on behalf of the
Shareholder, and, assuming due authorization, execution and delivery by Parent,
each constitutes a legal, valid and binding obligation of the Shareholder,
enforceable against the Shareholder in accordance with its terms, subject to (i)
the effect of any applicable bankruptcy, insolvency, moratorium or similar law
affecting creditors' rights generally and (ii) rules of law governing specific
performance, injunctive relief and other equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) in case the Shareholder is a corporation or other entity, violate
or conflict with the certificate of incorporation, bylaws, articles of
organization, limited liability company operating agreement, trust agreement or
other equivalent organizational documents of the Shareholder (if any), or (iii)
result in or constitute (with or without notice or lapse of time or both) any
breach of or default under, or give to another party any right of termination,
amendment, acceleration or cancellation of, or result in the creation of any
lien or encumbrance or restriction on any of the material property or assets of
the Shareholder pursuant to, any note, bond, mortgage, indenture, contract,
agreement, lease, license, permit, franchise or other instrument or obligation
to which the Shareholder is a party or by which the Shareholder or any of the
Shareholder's material properties is bound or affected. There is no beneficiary
or holder of a voting trust certificate or other interest of any trust of which
the Shareholder is a trustee whose consent is required for the execution and
delivery of this Agreement or the consummation by the Shareholder of the
transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement, the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement or the transactions contemplated hereby or thereby pursuant to
the requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR ACT").

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than any Share
Liens otherwise permitted under the terms hereof (none of which Share Liens
impose any limit on the right of the Shareholder to vote or grant a proxy with
respect to the Shares). The shares of Company Common Stock, including

                                       3


options, warrants or other rights to acquire such stock, set forth on the
signature page hereto, are all the securities of the Company owned, directly or
indirectly, of record or beneficially by the Shareholder on the date of this
Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder, subject to the
last sentence of this Section 3.3, agrees that from the date of this Agreement
until the Termination Date, the Shareholder shall not, directly or indirectly,
nor, in case the Shareholder is a corporation or other entity, shall it
authorize or permit any of its directors, officers or employees or any
investment banker, financial advisor, attorney, accountant or other
representative retained by it or any of its Subsidiaries (collectively, the
"REPRESENTATIVES") to, directly or indirectly, solicit, initiate or encourage
(including by means of furnishing nonpublic information), or take any other
action to facilitate, any inquiries or the making of any proposal or offer with
respect to, or that reasonably may be expected to lead to a proposal or offer
for, any Competing Transaction (as defined in the Merger Agreement), or enter
into or maintain or continue discussions or negotiate with any person or entity
in furtherance of such inquiries or to obtain a Competing Transaction, or agree
to or endorse any Competing Transaction, other than with Parent or an affiliate
of Parent. The Shareholder shall promptly (but in any event within 24 hours)
notify Parent if any proposal or offer, or any inquiry or contact, constituting
or regarding a Competing Transaction is made, and the Shareholder shall promptly
inform Parent as to the material details of any such proposal, offer, inquiry or
contact, including the identity of the party making any such proposal, offer,
inquiry or contact, and, if in writing, promptly deliver or cause to be
delivered to Parent a copy of such proposal, offer, inquiry or contact and any
other written material reasonably relating

                                       4


thereto. The Shareholder immediately shall cease and cause to be terminated all
existing discussions or negotiations with any parties conducted heretofore with
respect to a Competing Transaction. Notwithstanding the provisions of this
Section 3.3, a Shareholder who is also a director or officer of the Company may
take any action in his capacity as such (including complying with or exercising
his fiduciary duties as a member of the Board of Directors of the Company) as is
not limited by the terms of the Merger Agreement.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares with
respect to which the Shareholder has the power of disposition (the "OPTION
SHARES") at a purchase price per share equal to $18.90 (the "EXERCISE PRICE"),
in the manner set forth in this Section 3.7, with such price proportionately
adjusted to give effect to future splits, consolidations, reorganizations,
recapitalizations (whether by merger or otherwise, other than the Merger itself)
or similar transactions occurring with respect to the Company Common Stock after
the date of this Agreement. In addition to the Exercise Price, in the event of
any exercise of the Option, Parent will pay the Shareholder an amount equal to
50% of the profit of Parent realized on the Option Shares from the consummation
of any Competing Transaction that is consummated or with respect to which a
definitive agreement is entered into within 12 months after the applicable
Qualifying Termination (as defined below). Such payment shall be made within 2
business days of the receipt by Parent of the consideration paid to Parent
pursuant to the terms of such Competing Transaction. Such profit shall be
calculated in the manner described for calculation of the profit of the
Shareholder set forth in Section 3.7(f), with all references in Section
3.7(f)(ii) to the Shareholder to be deemed references to Parent. For purposes of
such calculation, in the event that (i) Parent has also acquired shares of
Company Common Stock from any other

                                       5


stockholder of the Company under an agreement comparable to this Agreement
("Other Shares") and (ii) Parent sells the Option Shares and Other Shares in
more than one transaction, then in each such sale Parent shall be deemed to have
sold a pro rata portion of the total Option Shares and Other Shares owned by
Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after receipt of the Option Notice, in the
amount of the Exercise Price times the number of Option Shares.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an

                                       6


amount equal to 50% of the profit of the Shareholder from the consummation of
any Competing Transaction that is consummated or with respect to which a
definitive agreement is entered into within 12 months of such termination. Such
payment shall be made within 2 business days of the receipt by the Shareholder
of the consideration paid to the Shareholder pursuant to the terms of such
Competing Transaction. To exercise its rights under this Section 3.7(f),
Parent's demand must be made within 10 business days following the consummation
of such Competing Transaction.

                  (ii) For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder (either directly or with respect
      to repayment of Share Indebtedness) in consideration of the Shares
      pursuant to such Competing Transaction, valuing any non-cash consideration
      (including any residual interest in the Company) at its Fair Market Value
      (defined below in Section 3.7(f)(iii)) on the date of consummation of such
      Competing Transaction plus (b) the aggregate consideration received by the
      Shareholder (either directly or with respect to repayment of Share
      Indebtedness) in respect of all Shares the Shareholder disposed of after
      the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the Exercise Price
      times the aggregate number of Shares of Company Common Stock disposed of
      by the Shareholder as referred to in clauses (a) and (b) of this Section
      3.7(f)(ii).

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                  (iv) Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction in respect of the Option Shares other than
in cash, then any payment of profit required to be made under this Section 3.7
by Parent or the Shareholder may be made, at the option of the payor, using the
form of consideration so received; provided that if more than one form of
consideration is received by the payor pursuant to a Competing Transaction, any
payment of profit (other than a payment entirely in cash) shall be made in the
respective proportions in which such forms of consideration were received by the
payor pursuant to the Competing Transaction.

                                       7


Section 3.8. No Dissenters' Rights. The Shareholder, acting solely in such
Shareholder's capacity as a shareholder of the Company, hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that he shall take all
actions necessary to remain in compliance with the terms of any Share
Indebtedness and avoid the foreclosure of any Share Lien. The Shareholder agrees
that he will not create any Share Lien after the date hereof in favor of any
Person which, individually or as part of a group, intends to make or has made a
proposal or offer in respect of a Competing Transaction. The Shareholder further
agrees that, within one Business Day after receiving any Option Notice, he shall
identify all Lien Holders and the amounts of all Share Indebtedness so that
Parent may repay all such Share Indebtedness upon the Option Closing Date, with
a corresponding reduction in the Exercise Price payable to the Shareholder.

                                   ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided that any assignment, delegation or attempted
transfer of any rights, interests or obligations under this Agreement by the
Shareholder without the prior written consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, that the Company may pay
or reimburse the Shareholder for such costs and expenses of the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party

                                       8


to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day, (c) five days after having been sent by registered or certified mail,
return receipt requested, postage prepaid, or (d) one day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
respective parties at the following addresses (or at such other addresses as
shall be specified by notice given in accordance with this Section 4.6):

            (a) if to Parent:

             Fidelity National Financial, Inc.
             601 Riverside Avenue, 12th Floor
             Jacksonville, FL 32204
             Attention: Christopher A. Rose
                           Senior Vice President
             Telephone: (904) 854-8544
             Facsimile: (904) 357-1026

             with a copy to:

             LeBoeuf, Lamb, Greene & MacRae, L.L.P.
             125 West 55th Street
             New York, NY 10019
             Attention: Robert S. Rachofsky
             Telephone: (212) 424-8088
             Facsimile: (212) 649-9479

            (b) If to the Shareholder to:

             JANA Master Fund, Ltd.
             c/o JANA Partners LLC
             201 Post Street
             San Francisco, CA 94108
             Attention: Barry Rosenstein
             Facsimile: (415) 989-8001

             with a copy to:

             Marc Weingarten
             Schulte Roth & Zabel
             919 Third Avenue
             New York, NY 10022
             Fascimile: (212) 593-5955

                                       9


Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms or
(iii) the Effective Time (as defined in the Merger Agreement) (the "TERMINATION
DATE"); provided, that if the Merger Agreement is terminated pursuant to a
Qualifying Termination, then Sections 1.1, 3.1, 3.6, 3.7 and 3.9 and Article 4
hereof shall survive the Termination Date and shall terminate upon the later of
(x) the termination of the Option Exercise Period or, if the Option is exercised
prior to such time, then upon the occurrence of the related Closing (subject to
the Shareholder's right to receive any profit to which such Shareholder is
entitled under Section 3.7(a)) or (y) if Parent shall instead elect to receive
profits of the Shareholder under Section 3.7(f), upon the payment thereof;
provided, however, that Section 1.1 shall not survive beyond the time specified
by clause (x) of this Section 4.12.

Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Company Common Stock by reason of any stock
dividend, split-up, recapitalization, combination, exchange of shares or the
like other than pursuant to the Merger,

                                       10


the term "SHARES" will be deemed to refer to and include the shares of the
Company Common Stock as well as all such stock dividends and distributions and
any shares or other securities into which or for which any or all of the Shares
may be changed or exchanged and appropriate adjustments shall be made to the
terms and provisions of this Agreement and the Proxy.

Section 4.14. Capacity of Directors and Officers. The Shareholder is entering
into this Agreement solely in the Shareholder's capacity as a shareholder of the
Company, and nothing herein shall be construed to limit or otherwise restrict
the Shareholder (or its affiliates, representatives or agents who may be
directors or officers of the Company or any of its Subsidiaries) in taking or
not taking any action in the Shareholder's (or any such affiliate's,
representative's or agent's) capacity as a director or officer of the Company or
any of its Subsidiaries.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    --------------------------
Name: William P. Foley, II
Title: Chairman and CEO

JANA MASTER FUND, LTD.

By: JANA Partners, LLC,
Its Investment Manager

By: /s/ Barry Rosenstein
    --------------------------
Name: Barry Rosenstein

                                       12


EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement. Notwithstanding the
provisions of this paragraph, if the Shareholder is also a director or officer
of the Company or any Subsidiaries (as defined in the Merger Agreement) of the
Company, he may take any action in his capacity as such (including complying
with or exercising his fiduciary duties as an officer

                                       13


or a member of the Board of Directors of the Company or of a Subsidiary of the
Company) as is not limited by the terms of the Merger Agreement.

      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

JANA MASTER FUND, LTD.
By: JANA Partners, LLC,
Its Investment Manager
By: /s/ Barry Rosenstein
    --------------------
Name: Barry Rosenstein
Signature of Shareholder:

Print Name of Shareholder: JANA MASTER FUND, LTD.
Shares beneficially owned:
1,982,237 shares of Company Common Stock
0     shares of Company Common Stock issuable
      upon exercise of outstanding options or warrants
             Signature Page to Irrevocable Proxy

                                       14

EX-99.15

                                                                      EXHIBIT 15

                             SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
SPROUT CAPITAL IX, L.P., a Delaware limited partnership (the "SHAREHOLDER"), a
shareholder of INTERCEPT, INC., a Georgia corporation (the "COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to any lien or interest securing a
broker margin loan entered into after the date hereof consistent with the
provisions of this Agreement (a "Share Lien") in favor of a broker-dealer (a
"Lien Holder") (any indebtedness secured by any Share Lien is herein referred to
as "SHARE INDEBTEDNESS"), the Shareholder owns beneficially or of record or has
the power to vote, or direct the vote of, (i) the number of shares of Series B
Preferred Stock, no par value, of the Company (the "PREFERRED STOCK") and (ii)
the number of shares of common stock, no par value, of the Company (the "COMPANY
COMMON STOCK"), as set forth on the signature page hereto (all such Preferred
Stock and Company Common Stock and any shares of Preferred Stock and Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect

                                       1



thereto (other than as contemplated hereunder), or (c) enter into any contract,
commitment, option or other arrangement or undertaking (other than the Merger
Agreement) with respect to the direct or indirect acquisition or sale,
assignment, pledge, encumbrance, transfer or other disposition of any Shares
(each of the above, a "TRANSFER"); provided, the foregoing shall not be deemed
to prohibit any Share Liens otherwise permitted hereunder. Shareholder agrees
that prior to the Effective Time it will convert its shares of the Preferred
Stock into shares of Company Common Stock, which it will surrender following the
Effective Time in exchange for the Per Share Merger Consideration. In addition,
notwithstanding anything herein to the contrary, the Transfer of Shares in
connection with the terms of any Share Indebtedness shall not be subject to the
restrictions on Transfer set forth in this Section 1.1 (such Transfers referred
to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder agrees to vote (or cause to be voted) all of the Shares that
Shareholder has the power to vote at any meeting of the shareholders of the
Company or any adjournment thereof, and in any action by written consent of the
shareholders of the Company, in each case to the extent that such matter is
presented for shareholder approval: (a) in favor of the adoption of the Merger
Agreement by the Company and in favor of the other transactions contemplated by
the Merger Agreement, and (b) against any merger, consolidation, sale of assets,
recapitalization or other business combination involving the Company (other than
the Merger) or any other action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or which would result in any of the
conditions to the Company's or Parent's obligations under the Merger Agreement
not being fulfilled, and (c) in favor of any other matter relating to and
necessary for the consummation of the transactions contemplated by the Merger
Agreement. Shareholder acknowledges hereby that pursuant to the terms of the
Certificate of Designations of Preferences, Limitations, and Relative Rights of
Series B Preferred Stock of the Company (the "Certificate of Designations"), its
vote in favor of the Merger and transactions contemplated by the Merger
Agreement is not required.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding

                                       2


obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

            (a) The execution and delivery of this Agreement by the Shareholder
and the grant of the Proxy to Parent by the Shareholder does not, and the
performance of this Agreement by the Shareholder and the grant of the Proxy to
Parent by the Shareholder will not, (i) conflict with or violate any law, rule,
regulation, order, judgment or decree applicable to the Shareholder or by which
the Shareholder or any of the Shareholder's material properties is bound or
affected, (ii) violate or conflict with the certificate of incorporation,
bylaws, articles of organization, limited liability company operating agreement,
trust agreement or other equivalent organizational documents of the Shareholder
(if any), or (iii) result in or constitute (with or without notice or lapse of
time or both) any breach of or default under, or give to another party any right
of termination, amendment, acceleration or cancellation of, or result in the
creation of any lien or encumbrance or restriction on any of the material
property or assets of the Shareholder pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's material properties is bound or
affected. There is no beneficiary or holder of a voting trust certificate or
other interest of any trust of which the Shareholder is a trustee whose consent
is required for the execution and delivery of this Agreement or the consummation
by the Shareholder of the transactions contemplated by this Agreement.

            (b) The execution, delivery and performance of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder do not and
will not require any consent, approval, authorization or permit of, or filing
with or notification by the Shareholder to, any third party or any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Exchange Act of 1934, as amended (the
"EXCHANGE ACT") and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, could not
prevent or delay the performance by the Shareholder of its obligations under
this Agreement. Other than this Agreement and other than as provided in the
Certificate of Designations or in the Exchange Agreement dated June 23, 2004,
among the Shareholder, the Company and certain affiliates of the Shareholder
(the "Exchange Agreement"), the Shareholder does not have any understanding in
effect with respect to the voting or transfer of any Shares. The Shareholder is
not required to make any filing with or notify any governmental or regulatory
authority in connection with this Agreement, the Merger Agreement or the
transactions contemplated hereby or thereby pursuant to the requirements of the
Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, and the rules
and regulations promulgated thereunder (the "HSR ACT").

            (c) The Shareholder acknowledges that, upon the Effective Time, all
of its rights under (i) the Exchange Agreement with the Company dated June 23,
2004 and (ii) the Registration Rights Agreement with the Company dated September
16, 2003, as amended by an amendment thereto dated June 23, 2004, shall
terminate and be of no further force and effect,

                                       3


since it will no longer be the owner of any Company Common Stock or Company
Preferred Stock.

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than the right of
first refusal contained in the Exchange Agreement and any Share Liens otherwise
permitted under the terms hereof (none of which Share Liens shall impose any
limit on the right of the Shareholder to vote or grant a proxy with respect to
the Shares). The shares of Preferred Stock and Company Common Stock, including
options, warrants or other rights to acquire such stock, set forth on the
signature page hereto, are all the securities of the Company owned, directly or
indirectly, of record or beneficially by the Shareholder on the date of this
Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement. This Section 3.1 shall in no event
require the Shareholder to convert the Preferred Stock to Company Common Stock
until immediately prior to and subject to the occurrence of the Effective Time.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder agrees that from
the date of this Agreement until the Termination Date, the Shareholder shall
not, directly or indirectly, nor shall it authorize or permit any of its
directors, officers, partners or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it or any of
its partners or Subsidiaries (collectively, the "REPRESENTATIVES") to, directly
or indirectly, solicit, initiate or encourage (including by means of furnishing
nonpublic information), or take any other action to facilitate, any inquiries or
the making of any proposal or offer with respect to, or that

                                       4


reasonably may be expected to lead to a proposal or offer for, any Competing
Transaction (as defined in the Merger Agreement), or enter into or maintain or
continue discussions or negotiate with any person or entity in furtherance of
such inquiries or to obtain a Competing Transaction, or agree to or endorse any
Competing Transaction, other than with Parent or an affiliate of Parent. The
Shareholder shall promptly (but in any event within 24 hours) notify Parent if
any proposal or offer, or any inquiry or contact, constituting or regarding a
Competing Transaction is made, and the Shareholder shall promptly inform Parent
as to the material details of any such proposal, offer, inquiry or contact,
including the identity of the party making any such proposal, offer, inquiry or
contact, and, if in writing, promptly deliver or cause to be delivered to Parent
a copy of such proposal, offer, inquiry or contact and any other written
material reasonably relating thereto. The Shareholder immediately shall cease
and cause to be terminated all existing discussions or negotiations with any
parties conducted heretofore with respect to a Competing Transaction.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

            (a) The Shareholder hereby grants to Parent an irrevocable option
(the "OPTION") to purchase all, but not less than all, of the Shares (excluding
those transferred pursuant to a Permitted Transfer) with respect to which the
Shareholder has the power of disposition (the "OPTION SHARES") at a purchase
price per share of Preferred Stock equal to $180.00 (the "PREFERRED STOCK
EXERCISE PRICE") and at a purchase price per share of Company Common Stock equal
to $18.90 (the "COMMON STOCK EXERCISE PRICE"), in the manner set forth in this
Section 3.7, with such price proportionately adjusted to give effect to future
splits, consolidations, reorganizations, recapitalizations (whether by merger or
otherwise, other than the Merger itself) or similar transactions occurring with
respect to the Preferred Stock or the Company Common Stock after the date of
this Agreement. In addition to the Preferred Stock

                                       5


Exercise Price and the Common Stock Exercise Price, in the event of any exercise
of the Option, Parent will pay the Shareholder an amount equal to 50% of the
profit of Parent realized on the Option Shares from the consummation of any
Competing Transaction that is consummated or with respect to which a definitive
agreement is entered into within 12 months after the applicable Qualifying
Termination (as defined below). Such payment shall be made within 2 business
days of the receipt by Parent of the consideration paid to Parent pursuant to
the terms of such Competing Transaction. Such profit shall be calculated in the
manner described for calculation of the profit of the Shareholder set forth in
Section 3.7(f), with all references in Section 3.7(f)(ii) to the Shareholder to
be deemed references to Parent. For purposes of such calculation, in the event
that (i) Parent has also acquired shares of Company Common Stock from any other
stockholder of the Company under an agreement comparable to this Agreement
("Other Shares") and (ii) Parent sells the Option Shares and Other Shares in
more than one transaction, then in each such sale Parent shall be deemed to have
sold a pro rata portion of the total Option Shares and Other Shares owned by
Parent.

            (b) Parent or its designee may exercise the Option in whole and not
in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

            (c) In the event that Parent wishes to exercise the Option, Parent
must give written notice (the "OPTION NOTICE," with the date of the Option
Notice being hereinafter called the "NOTICE DATE") to the Shareholder during the
Option Exercise Period that it will purchase the Option Shares pursuant to the
Option. The Option Notice shall specify a place (which, if the Shareholder is
then an officer or director of the Company, shall be the principal executive
offices of the Company) and a date (the "OPTION CLOSING DATE") (not later than
10 business days from the Notice Date subject to extension as set forth below)
for closing such purchase (a "CLOSING"). Parent's obligation to purchase the
Option Shares upon any exercise of the Option, and the Shareholder's obligation
to sell the Option Shares upon any exercise of the Option, is subject (at the
election of each of Parent or Shareholder) to the conditions that (i) no
preliminary or permanent injunction or other order against the purchase of the
Option Shares issued by any federal, state or foreign court of competent
jurisdiction shall be in effect (and no action or proceeding by any Governmental
Entity (as defined in the Merger Agreement) shall have been commenced or
threatened for purposes of obtaining such injunction or order) and (ii) any
applicable waiting period under the HSR Act shall have expired or been
terminated. If there shall be in effect any such injunction or order or all HSR
Act waiting periods shall not have expired or been terminated, in each case on
the Option Closing Date specified in the Option Notice, then at Parent's
election, the Option Closing Date may be extended until the later of (i) 10
business days after the Option Closing Date so specified or (ii) the earlier of
(A) three business days after expiration or termination of all HSR Act waiting
periods or (B) 60 calendar days after the Notice Date. Parent's obligation to
purchase the Option Shares upon any exercise of the Option is further subject
(at Parent's election) to the condition that there shall have been no material
breach of the representations, warranties, covenants or agreements of the
Shareholder contained in this Agreement or of the Company contained in the
Merger Agreement which is not known by Parent at or prior to its exercise of the
Option.

                                       6


            (d) At any Closing, (i) the Shareholder will deliver to Parent the
certificate or certificates representing the Option Shares in proper form for
transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after receipt of the Option Notice, in an
amount equal to the sum of (i) the Preferred Stock Exercise Price times the
number of shares of Preferred Stock to be purchased and (ii) the Common Stock
Exercise Price times the number of shares of Company Common Stock to be
purchased.

            (e) The Shareholder has granted the Option to Parent in order to
induce Parent to enter into and consummate the transactions contemplated by the
Merger Agreement.

            (f) (i) As an alternative to Parent's exercise of the Option, in the
event of a Qualifying Termination, at Parent's election, the Shareholder shall
pay to Parent on demand an amount equal to 50% of the profit of the Shareholder
from the consummation of any Competing Transaction that is consummated or with
respect to which a definitive agreement is entered into within 12 months of such
termination. Such payment shall be made within 2 business days of the receipt by
the Shareholder of the consideration paid to the Shareholder pursuant to the
terms of such Competing Transaction. To exercise its rights under this Section
3.7(f), Parent's demand must be made within 10 business days following the
consummation of such Competing Transaction.

                  (ii) For purposes of this Section 3.7(f), the profit of the
      Shareholder from any Competing Transaction shall equal (a) the aggregate
      consideration received by the Shareholder in consideration of the Option
      Shares pursuant to such Competing Transaction, valuing any non-cash
      consideration (including any residual interest in the Company) at its Fair
      Market Value (defined below in Section 3.7(f)(iii)) on the date of
      consummation of such Competing Transaction plus (b) the Fair Market Value,
      on the date of disposition, of all Shares the Shareholder disposed of
      after the termination of the Merger Agreement and prior to the date of
      consummation of such Competing Transaction less (c) the sum of (i) the
      Preferred Stock Exercise Price times the aggregate number of shares of
      Preferred Stock disposed of and (ii) the Common Stock Exercise Price times
      the aggregate number of shares of Company Common Stock disposed of by the
      Shareholder.

                  (iii) For purposes of this Section 3.7(f), the Fair Market
      Value of any non-cash consideration consisting of: (a) securities listed
      on a national securities exchange or traded on the NASDAQ/NMS shall be
      equal to the average closing price per share of such security as reported
      on such exchange or NASDAQ/NMS for the five trading days after the date of
      determination; and (b) consideration which is other than cash or
      securities in clause (a) above shall be determined by a nationally
      recognized independent investment banking firm mutually agreed upon by the
      parties within 10 business days of the event requiring selection of such
      banking firm; provided, however, that if the parties are unable to agree
      within two business days after the date of such event as to the investment
      banking firm, then the parties shall each select one firm, and those firms
      shall select a third investment banking firm, which third firm shall make
      such determination.

                                       7


                  (iv) Any payment of profit under this Section 3.7(f) shall be
      paid by wire transfer of same day funds to an account designated by
      Parent.

            (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction in respect of the Option Shares other than
in cash, then any payment of profit required to be made under this Section 3.7
by Parent or the Shareholder may be made, at the option of the payor, using the
form of consideration so received; provided that if more than one form of
consideration is received by the payor pursuant to a Competing Transaction, any
payment of profit (other than a payment entirely in cash) shall be made in the
respective proportions in which such forms of consideration were received by the
payor pursuant to the Competing Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided

                                       8


that any assignment, delegation or attempted transfer of any rights, interests
or obligations under this Agreement by the Shareholder without the prior written
consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, that the Company may pay
or reimburse the Shareholder for such costs and expenses of the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                  (a) if to Parent:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue, 12th Floor
                  Jacksonville, FL 32204
                  Attention: Christopher A. Rose
                             Senior Vice President
                  Telephone: (904) 854-8544
                  Facsimile: (904) 357-1026

                  with a copy to:

                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY 10019
                  Attention: Robert S. Rachofsky
                  Telephone: (212) 424-8088
                  Facsimile: (212) 649-9479

                  (b) If to the Shareholder to:

                  Sprout Capital IX, L.P.
                  300 Sand Hill Road
                  Building Three, Suite 170
                  Menlo Park, CA 94025
                  Attention: Robert Finzi
                  Facsimile: 650-234-2779

                                       9


                  with a copy to:

                  Sonnenschein Nath & Rosenthal LLP
                  1221 Avenue of the Americas
                  New York, NY 10020
                  Attention: Michael R. Flynn
                  Facsimile: (212) 768-6800

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms,
(iii) the Effective Time (as defined in the Merger Agreement) or (iv) the date
of any amendment of the Merger Agreement that reduces the Per Share Merger
Consideration, if such reduction causes the Merger to no longer constitute a
"Permitted Transaction", as defined in the Certificate of Designations (the
"TERMINATION DATE"); provided, that if the Merger Agreement is terminated
pursuant to a Qualifying Termination, then Sections 1.1, 3.1, 3.6 and 3.7 and
Article 4 hereof shall survive the

                                       10


Termination Date and shall terminate upon the later of (x) the termination of
the Option Exercise Period or, if the Option is exercised prior to such time,
then upon the occurrence of the related Closing (subject to the Shareholder's
right to receive any profit to which such Shareholder is entitled under Section
3.7(a)) or (y) if Parent shall instead elect to receive profits of the
Shareholder under Section 3.7(f), upon the payment thereof; provided, however,
that Section 1.1 shall not survive beyond the time specified by clause (x) of
this Section 4.12.

Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Preferred Stock or the Company Common Stock
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like other than pursuant to the Merger, the term
"SHARES" will be deemed to refer to and include the shares of the Preferred
Stock and the Company Common Stock as well as all such stock dividends and
distributions and any shares or other securities into which or for which any or
all of the Shares may be changed or exchanged and appropriate adjustments shall
be made to the terms and provisions of this Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The Shareholder shall not grant any Lien
unless the prior written consent of the proposed Lien Holder to the grant of the
Option hereunder shall have first been obtained.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    --------------------------
Name: William P. Foley, II
Title: Chairman and CEO

SPROUT CAPITAL IX, L.P.

By DLJ Capital Corporation, its Managing General Partner

By: /s/ Robert Finzi
    -----------------
Name: Robert Finzi
Title: Managing Director

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

                                       13


      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

SPROUT CAPITAL IX, L.P.
By DLJ Capital Corporation, its Managing General Partner
By: /s/ Robert Finzi
    ----------------------
Name: Robert Finzi
Title: Managing Director
Signature of Shareholder:

Print Name of Shareholder: Sprout Capital IX, L.P.

Shares beneficially owned:

99,400       shares of Preferred Stock

      0           shares of Preferred Stock issuable upon
                  exercise of outstanding options or warrants

      0           shares of Company Common Stock

      0           shares of Company Common Stock issuable upon
                  exercise of outstanding options or warrants

                       Signature Page to Irrevocable Proxy

                                       14

EX-99.16

                                                                      EXHIBIT 16

                            SHAREHOLDER'S AGREEMENT

      SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this "AGREEMENT"),
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation ("PARENT") and
SPROUT ENTREPRENEURS FUND, L.P., a Delaware limited partnership (the
"SHAREHOLDER"), a shareholder of INTERCEPT, INC., a Georgia corporation (the
"COMPANY").

                               W I T N E S S E T H

      WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

      WHEREAS, as of the date hereof, subject to any lien or interest securing a
broker margin loan entered into after the date hereof consistent with the
provisions of this Agreement (a "Share Lien") in favor of a broker-dealer (a
"Lien Holder") (any indebtedness secured by any Share Lien is herein referred to
as "SHARE INDEBTEDNESS"), the Shareholder owns beneficially or of record or has
the power to vote, or direct the vote of, (i) the number of shares of Series B
Preferred Stock, no par value, of the Company (the "PREFERRED STOCK") and (ii)
the number of shares of common stock, no par value, of the Company (the "COMPANY
COMMON STOCK"), as set forth on the signature page hereto (all such Preferred
Stock and Company Common Stock and any shares of Preferred Stock and Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

      WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect

                                       1


thereto (other than as contemplated hereunder), or (c) enter into any contract,
commitment, option or other arrangement or undertaking (other than the Merger
Agreement) with respect to the direct or indirect acquisition or sale,
assignment, pledge, encumbrance, transfer or other disposition of any Shares
(each of the above, a "TRANSFER"); provided, the foregoing shall not be deemed
to prohibit any Share Liens otherwise permitted hereunder. Shareholder agrees
that prior to the Effective Time it will convert its shares of the Preferred
Stock into shares of Company Common Stock, which it will surrender following the
Effective Time in exchange for the Per Share Merger Consideration. In addition,
notwithstanding anything herein to the contrary, the Transfer of Shares in
connection with the terms of any Share Indebtedness shall not be subject to the
restrictions on Transfer set forth in this Section 1.1 (such Transfers referred
to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder agrees to vote (or cause to be voted) all of the Shares that
Shareholder has the power to vote at any meeting of the shareholders of the
Company or any adjournment thereof, and in any action by written consent of the
shareholders of the Company, in each case to the extent that such matter is
presented for shareholder approval: (a) in favor of the adoption of the Merger
Agreement by the Company and in favor of the other transactions contemplated by
the Merger Agreement, and (b) against any merger, consolidation, sale of assets,
recapitalization or other business combination involving the Company (other than
the Merger) or any other action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or which would result in any of the
conditions to the Company's or Parent's obligations under the Merger Agreement
not being fulfilled, and (c) in favor of any other matter relating to and
necessary for the consummation of the transactions contemplated by the Merger
Agreement. Shareholder acknowledges hereby that pursuant to the terms of the
Certificate of Designations of Preferences, Limitations, and Relative Rights of
Series B Preferred Stock of the Company (the "Certificate of Designations"), its
vote in favor of the Merger and transactions contemplated by the Merger
Agreement is not required.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

      The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding

                                       2


obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

                  (a) The execution and delivery of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder does not,
and the performance of this Agreement by the Shareholder and the grant of the
Proxy to Parent by the Shareholder will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Shareholder
or by which the Shareholder or any of the Shareholder's material properties is
bound or affected, (ii) violate or conflict with the certificate of
incorporation, bylaws, articles of organization, limited liability company
operating agreement, trust agreement or other equivalent organizational
documents of the Shareholder (if any), or (iii) result in or constitute (with or
without notice or lapse of time or both) any breach of or default under, or give
to another party any right of termination, amendment, acceleration or
cancellation of, or result in the creation of any lien or encumbrance or
restriction on any of the material property or assets of the Shareholder
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which the
Shareholder is a party or by which the Shareholder or any of the Shareholder's
material properties is bound or affected. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which the Shareholder
is a trustee whose consent is required for the execution and delivery of this
Agreement or the consummation by the Shareholder of the transactions
contemplated by this Agreement.

                  (b) The execution, delivery and performance of this Agreement
by the Shareholder and the grant of the Proxy to Parent by the Shareholder do
not and will not require any consent, approval, authorization or permit of, or
filing with or notification by the Shareholder to, any third party or any
governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or delay the performance by the Shareholder of its obligations
under this Agreement. Other than this Agreement and other than as provided in
the Certificate of Designations or in the Exchange Agreement dated June 23,
2004, among the Shareholder, the Company and certain affiliates of the
Shareholder (the "Exchange Agreement"), the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement or the transactions contemplated hereby or thereby pursuant to
the requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR ACT").

                  (c) The Shareholder acknowledges that, upon the Effective
Time, all of its rights under (i) the Exchange Agreement with the Company dated
June 23, 2004 and (ii) the Registration Rights Agreement with the Company dated
September 16, 2003, as amended by an amendment thereto dated June 23, 2004,
shall terminate and be of no further force and effect,

                                       3


since it will no longer be the owner of any Company Common Stock or Company
Preferred Stock.

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than the right of
first refusal contained in the Exchange Agreement and any Share Liens otherwise
permitted under the terms hereof (none of which Share Liens shall impose any
limit on the right of the Shareholder to vote or grant a proxy with respect to
the Shares). The shares of Preferred Stock and Company Common Stock, including
options, warrants or other rights to acquire such stock, set forth on the
signature page hereto, are all the securities of the Company owned, directly or
indirectly, of record or beneficially by the Shareholder on the date of this
Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement. This Section 3.1 shall in no event
require the Shareholder to convert the Preferred Stock to Company Common Stock
until immediately prior to and subject to the occurrence of the Effective Time.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder agrees that from
the date of this Agreement until the Termination Date, the Shareholder shall
not, directly or indirectly, nor shall it authorize or permit any of its
directors, officers, partners or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it or any of
its partners or Subsidiaries (collectively, the "REPRESENTATIVES") to, directly
or indirectly, solicit, initiate or encourage (including by means of furnishing
nonpublic information), or take any other action to facilitate, any inquiries or
the making of any proposal or offer with respect to, or that

                                       4


reasonably may be expected to lead to a proposal or offer for, any Competing
Transaction (as defined in the Merger Agreement), or enter into or maintain or
continue discussions or negotiate with any person or entity in furtherance of
such inquiries or to obtain a Competing Transaction, or agree to or endorse any
Competing Transaction, other than with Parent or an affiliate of Parent. The
Shareholder shall promptly (but in any event within 24 hours) notify Parent if
any proposal or offer, or any inquiry or contact, constituting or regarding a
Competing Transaction is made, and the Shareholder shall promptly inform Parent
as to the material details of any such proposal, offer, inquiry or contact,
including the identity of the party making any such proposal, offer, inquiry or
contact, and, if in writing, promptly deliver or cause to be delivered to Parent
a copy of such proposal, offer, inquiry or contact and any other written
material reasonably relating thereto. The Shareholder immediately shall cease
and cause to be terminated all existing discussions or negotiations with any
parties conducted heretofore with respect to a Competing Transaction.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

                  (a) The Shareholder hereby grants to Parent an irrevocable
option (the "OPTION") to purchase all, but not less than all, of the Shares
(excluding those transferred pursuant to a Permitted Transfer) with respect to
which the Shareholder has the power of disposition (the "OPTION SHARES") at a
purchase price per share of Preferred Stock equal to $180.00 (the "PREFERRED
STOCK EXERCISE PRICE") and at a purchase price per share of Company Common Stock
equal to $18.90 (the "COMMON STOCK EXERCISE PRICE"), in the manner set forth in
this Section 3.7, with such price proportionately adjusted to give effect to
future splits, consolidations, reorganizations, recapitalizations (whether by
merger or otherwise, other than the Merger itself) or similar transactions
occurring with respect to the Preferred Stock or the Company Common Stock after
the date of this Agreement. In addition to the Preferred Stock

                                       5


Exercise Price and the Common Stock Exercise Price, in the event of any exercise
of the Option, Parent will pay the Shareholder an amount equal to 50% of the
profit of Parent realized on the Option Shares from the consummation of any
Competing Transaction that is consummated or with respect to which a definitive
agreement is entered into within 12 months after the applicable Qualifying
Termination (as defined below). Such payment shall be made within 2 business
days of the receipt by Parent of the consideration paid to Parent pursuant to
the terms of such Competing Transaction. Such profit shall be calculated in the
manner described for calculation of the profit of the Shareholder set forth in
Section 3.7(f), with all references in Section 3.7(f)(ii) to the Shareholder to
be deemed references to Parent. For purposes of such calculation, in the event
that (i) Parent has also acquired shares of Company Common Stock from any other
stockholder of the Company under an agreement comparable to this Agreement
("Other Shares") and (ii) Parent sells the Option Shares and Other Shares in
more than one transaction, then in each such sale Parent shall be deemed to have
sold a pro rata portion of the total Option Shares and Other Shares owned by
Parent.

                  (b) Parent or its designee may exercise the Option in whole
and not in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

                  (c) In the event that Parent wishes to exercise the Option,
Parent must give written notice (the "OPTION NOTICE," with the date of the
Option Notice being hereinafter called the "NOTICE DATE") to the Shareholder
during the Option Exercise Period that it will purchase the Option Shares
pursuant to the Option. The Option Notice shall specify a place (which, if the
Shareholder is then an officer or director of the Company, shall be the
principal executive offices of the Company) and a date (the "OPTION CLOSING
DATE") (not later than 10 business days from the Notice Date subject to
extension as set forth below) for closing such purchase (a "CLOSING"). Parent's
obligation to purchase the Option Shares upon any exercise of the Option, and
the Shareholder's obligation to sell the Option Shares upon any exercise of the
Option, is subject (at the election of each of Parent or Shareholder) to the
conditions that (i) no preliminary or permanent injunction or other order
against the purchase of the Option Shares issued by any federal, state or
foreign court of competent jurisdiction shall be in effect (and no action or
proceeding by any Governmental Entity (as defined in the Merger Agreement) shall
have been commenced or threatened for purposes of obtaining such injunction or
order) and (ii) any applicable waiting period under the HSR Act shall have
expired or been terminated. If there shall be in effect any such injunction or
order or all HSR Act waiting periods shall not have expired or been terminated,
in each case on the Option Closing Date specified in the Option Notice, then at
Parent's election, the Option Closing Date may be extended until the later of
(i) 10 business days after the Option Closing Date so specified or (ii) the
earlier of (A) three business days after expiration or termination of all HSR
Act waiting periods or (B) 60 calendar days after the Notice Date. Parent's
obligation to purchase the Option Shares upon any exercise of the Option is
further subject (at Parent's election) to the condition that there shall have
been no material breach of the representations, warranties, covenants or
agreements of the Shareholder contained in this Agreement or of the Company
contained in the Merger Agreement which is not known by Parent at or prior to
its exercise of the Option.

                                       6


                  (d) At any Closing, (i) the Shareholder will deliver to Parent
the certificate or certificates representing the Option Shares in proper form
for transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after receipt of the Option Notice, in an
amount equal to the sum of (i) the Preferred Stock Exercise Price times the
number of shares of Preferred Stock to be purchased and (ii) the Common Stock
Exercise Price times the number of shares of Company Common Stock to be
purchased.

                  (e) The Shareholder has granted the Option to Parent in order
to induce Parent to enter into and consummate the transactions contemplated by
the Merger Agreement.

                  (f) (i) As an alternative to Parent's exercise of the Option,
in the event of a Qualifying Termination, at Parent's election, the Shareholder
shall pay to Parent on demand an amount equal to 50% of the profit of the
Shareholder from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months of such termination. Such payment shall be made within 2
business days of the receipt by the Shareholder of the consideration paid to the
Shareholder pursuant to the terms of such Competing Transaction. To exercise its
rights under this Section 3.7(f), Parent's demand must be made within 10
business days following the consummation of such Competing Transaction.

                      (ii) For purposes of this Section 3.7(f), the profit of
         the Shareholder from any Competing Transaction shall equal (a) the
         aggregate consideration received by the Shareholder in consideration of
         the Option Shares pursuant to such Competing Transaction, valuing any
         non-cash consideration (including any residual interest in the Company)
         at its Fair Market Value (defined below in Section 3.7(f)(iii)) on the
         date of consummation of such Competing Transaction plus (b) the Fair
         Market Value, on the date of disposition, of all Shares the Shareholder
         disposed of after the termination of the Merger Agreement and prior to
         the date of consummation of such Competing Transaction less (c) the sum
         of (i) the Preferred Stock Exercise Price times the aggregate number of
         shares of Preferred Stock disposed of and (ii) the Common Stock
         Exercise Price times the aggregate number of shares of Company Common
         Stock disposed of by the Shareholder.

                      (iii) For purposes of this Section 3.7(f), the Fair
         Market Value of any non-cash consideration consisting of: (a)
         securities listed on a national securities exchange or traded on the
         NASDAQ/NMS shall be equal to the average closing price per share of
         such security as reported on such exchange or NASDAQ/NMS for the five
         trading days after the date of determination; and (b) consideration
         which is other than cash or securities in clause (a) above shall be
         determined by a nationally recognized independent investment banking
         firm mutually agreed upon by the parties within 10 business days of the
         event requiring selection of such banking firm; provided, however, that
         if the parties are unable to agree within two business days after the
         date of such event as to the investment banking firm, then the parties
         shall each select one firm, and those firms shall select a third
         investment banking firm, which third firm shall make such
         determination.

                                       7


                      (iv) Any payment of profit under this Section 3.7(f)
shall be paid by wire transfer of same day funds to an account designated by
Parent.

                  (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction in respect of the Option Shares other than
in cash, then any payment of profit required to be made under this Section 3.7
by Parent or the Shareholder may be made, at the option of the payor, using the
form of consideration so received; provided that if more than one form of
consideration is received by the payor pursuant to a Competing Transaction, any
payment of profit (other than a payment entirely in cash) shall be made in the
respective proportions in which such forms of consideration were received by the
payor pursuant to the Competing Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided

                                       8


that any assignment, delegation or attempted transfer of any rights, interests
or obligations under this Agreement by the Shareholder without the prior written
consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, that the Company may pay
or reimburse the Shareholder for such costs and expenses of the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                  (a) if to Parent:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue, 12th Floor
                  Jacksonville, FL  32204
                  Attention: Christopher A. Rose
                             Senior Vice President
                  Telephone: (904) 854-8544
                  Facsimile: (904) 357-1026

                  with a copy to:

                  LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                  125 West 55th Street
                  New York, NY  10019
                  Attention: Robert S. Rachofsky
                  Telephone: (212) 424-8088
                  Facsimile: (212) 649-9479

                  (b) If to the Shareholder to:

                  Sprout Entrepreneurs Fund, L.P.
                  300 Sand Hill Road
                  Building Three, Suite 170
                  Menlo Park, CA 94025
                  Attention: Robert Finzi
                  Facsimile: 650-234-2779

                                       9


                  with a copy to:

                  Sonnenschein Nath & Rosenthal LLP
                  1221 Avenue of the Americas
                  New York, NY 10020
                  Attention: Michael R. Flynn
                  Facsimile:(212) 768-6800

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms,
(iii) the Effective Time (as defined in the Merger Agreement) or (iv) the date
of any amendment of the Merger Agreement that reduces the Per Share Merger
Consideration, if such reduction causes the Merger to no longer constitute a
"Permitted Transaction", as defined in the Certificate of Designations (the
"TERMINATION DATE"); provided, that if the Merger Agreement is terminated
pursuant to a Qualifying Termination, then Sections 1.1, 3.1, 3.6 and 3.7 and
Article 4 hereof shall survive the

                                       10


Termination Date and shall terminate upon the later of (x) the termination of
the Option Exercise Period or, if the Option is exercised prior to such time,
then upon the occurrence of the related Closing (subject to the Shareholder's
right to receive any profit to which such Shareholder is entitled under Section
3.7(a)) or (y) if Parent shall instead elect to receive profits of the
Shareholder under Section 3.7(f), upon the payment thereof; provided, however,
that Section 1.1 shall not survive beyond the time specified by clause (x) of
this Section 4.12.

Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Preferred Stock or the Company Common Stock
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like other than pursuant to the Merger, the term
"SHARES" will be deemed to refer to and include the shares of the Preferred
Stock and the Company Common Stock as well as all such stock dividends and
distributions and any shares or other securities into which or for which any or
all of the Shares may be changed or exchanged and appropriate adjustments shall
be made to the terms and provisions of this Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The Shareholder shall not grant any Lien
unless the prior written consent of the proposed Lien Holder to the grant of the
Option hereunder shall have first been obtained.

                                       11


      IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or has
caused this Agreement to be executed by its duly authorized officer as of the
date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ---------------------------
Name: William P. Foley, II
Title: Chairman and CEO

SPROUT ENTREPRENEURS FUND, L.P.

By DLJ Capital Corporation, its General Partner

By: /s/ Robert Finzi
    ---------------------------
Name: Robert Finzi
Title: Managing Director

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

      The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a Georgia
corporation (the "COMPANY"), hereby irrevocably (to the fullest extent permitted
by law) appoints Brent B. Bickett, Executive Vice President of Fidelity National
Financial, Inc., a Delaware corporation ("PARENT"), and any other officer of
Parent as Brent B. Bickett may designate, and each of them, as the sole and
exclusive attorneys and proxies of the undersigned, with full power of
substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

      This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

      The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

                                       13


      The attorneys and proxies named above may not exercise this Proxy on any
other matter except as provided above. Shareholder may vote the Shares on all
other matters. Any obligation of Shareholder hereunder shall be binding upon the
successors and assigns of Shareholder.

      This Proxy is irrevocable (to the fullest extent permitted by law). This
Proxy shall terminate, and be of no further force and effect, automatically upon
the Termination Date.

Dated: September 8, 2004

SPROUT ENTREPRENEURS FUND, L.P.
By DLJ Capital Corporation, its General Partner
By: /s/ Robert Finzi
    ------------------------
Name: Robert Finzi
Title: Managing Director
Signature of Shareholder:

Print Name of Shareholder: Sprout Entrepreneurs Fund, L.P.

Shares beneficially owned:
392    shares of Preferred Stock

  0    shares of Preferred Stock issuable upon exercise of
       outstanding options or warrants

  0    shares of Company Common Stock

  0    shares of Company Common Stock issuable upon exercise of
       outstanding options or warrants

signature Page to Irrevocable Proxy

                                       14

EX-99.17

                                                                      EXHIBIT 17

                             SHAREHOLDER'S AGREEMENT

         SHAREHOLDER'S AGREEMENT, dated as of September 8, 2004 (this
"AGREEMENT"), between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("PARENT") and DLJ CAPITAL CORPORATION, a Delaware corporation (the
"SHAREHOLDER"), a shareholder of INTERCEPT, INC., a Georgia corporation (the
"COMPANY").

                               W I T N E S S E T H

         WHEREAS, Parent, FUSCIA MERGER SUB, INC., a Delaware corporation and a
wholly owned indirect subsidiary of Parent ("MERGER SUB"), FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation and a wholly owned subsidiary
of Parent, and the Company propose to enter into, simultaneously herewith, an
Agreement and Plan of Merger (the "MERGER AGREEMENT") pursuant to which Merger
Sub will merge with and into the Company (the "MERGER");

         WHEREAS, as of the date hereof, subject to any lien or interest
securing a broker margin loan entered into after the date hereof consistent with
the provisions of this Agreement (a "Share Lien") in favor of a broker-dealer (a
"Lien Holder") (any indebtedness secured by any Share Lien is herein referred to
as "SHARE INDEBTEDNESS"), the Shareholder owns beneficially or of record or has
the power to vote, or direct the vote of, (i) the number of shares of Series B
Preferred Stock, no par value, of the Company (the "PREFERRED STOCK") and (ii)
the number of shares of common stock, no par value, of the Company (the "COMPANY
COMMON STOCK"), as set forth on the signature page hereto (all such Preferred
Stock and Company Common Stock and any shares of Preferred Stock and Company
Common Stock of which ownership of record or beneficially or the power to vote
is hereafter acquired by the Shareholder prior to the termination of this
Agreement being referred to herein as the "SHARES") (capitalized terms not
otherwise defined in this Agreement shall have the same meaning as in the Merger
Agreement); and

         WHEREAS, as a condition of and inducement to Parent's execution of the
Merger Agreement, the Shareholder has agreed to enter into this Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Merger Agreement, and for other good and valid
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound, the parties hereto agree as follows:

                                   ARTICLE I.

                          TRANSFER AND VOTING OF SHARES

Section 1.1. Transfer of Shares. The Shareholder agrees that it shall not,
directly or indirectly, (a) sell, pledge, encumber, transfer or otherwise
voluntarily dispose of (including by gift) any or all of the Shareholder's
Shares or any interest in such Shares, except pursuant to the Merger Agreement,
(b) deposit any Shares or any interest in such Shares into a voting trust or
enter into a voting agreement or arrangement with respect to any Shares or grant
any proxy with respect

                                       1


thereto (other than as contemplated hereunder), or (c) enter into any contract,
commitment, option or other arrangement or undertaking (other than the Merger
Agreement) with respect to the direct or indirect acquisition or sale,
assignment, pledge, encumbrance, transfer or other disposition of any Shares
(each of the above, a "TRANSFER"); provided, the foregoing shall not be deemed
to prohibit any Share Liens otherwise permitted hereunder. Shareholder agrees
that prior to the Effective Time it will convert its shares of the Preferred
Stock into shares of Company Common Stock, which it will surrender following the
Effective Time in exchange for the Per Share Merger Consideration. In addition,
notwithstanding anything herein to the contrary, the Transfer of Shares in
connection with the terms of any Share Indebtedness shall not be subject to the
restrictions on Transfer set forth in this Section 1.1 (such Transfers referred
to herein as the "PERMITTED TRANSFERS").

Section 1.2. Vote in Favor of Merger. During the period commencing on the date
hereof and terminating on the Termination Date (as defined in Section 4.12), and
subject to the Proxy (hereinafter defined) granted to Parent as contemplated by
Section 1.3 hereof and the right of Parent to vote the Shares pursuant thereto,
the Shareholder agrees to vote (or cause to be voted) all of the Shares that
Shareholder has the power to vote at any meeting of the shareholders of the
Company or any adjournment thereof, and in any action by written consent of the
shareholders of the Company, in each case to the extent that such matter is
presented for shareholder approval: (a) in favor of the adoption of the Merger
Agreement by the Company and in favor of the other transactions contemplated by
the Merger Agreement, and (b) against any merger, consolidation, sale of assets,
recapitalization or other business combination involving the Company (other than
the Merger) or any other action or agreement that would result in a breach of
any covenant, representation or warranty or any other obligation or agreement of
the Company under the Merger Agreement or which would result in any of the
conditions to the Company's or Parent's obligations under the Merger Agreement
not being fulfilled, and (c) in favor of any other matter relating to and
necessary for the consummation of the transactions contemplated by the Merger
Agreement. Shareholder acknowledges hereby that pursuant to the terms of the
Certificate of Designations of Preferences, Limitations, and Relative Rights of
Series B Preferred Stock of the Company (the "Certificate of Designations"), its
vote in favor of the Merger and transactions contemplated by the Merger
Agreement is not required.

Section 1.3. Grant of Irrevocable Proxy. Concurrently with the execution of this
Agreement, the Shareholder agrees to deliver to Parent a proxy with respect to
the Shares in the form attached hereto as Exhibit A (the "PROXY"), which shall
be irrevocable to the fullest extent permissible by law.

                                  ARTICLE II.

                  REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER

         The Shareholder hereby represents and warrants to Parent as follows:

Section 2.1. Authorization; Binding Agreement. The Shareholder has all legal
right, power, authority and capacity to execute and deliver this Agreement and
the Proxy and to consummate the transactions contemplated hereby and thereby.
This Agreement and the Proxy have been duly and validly authorized, executed and
delivered by or on behalf of the Shareholder, and, assuming due authorization,
execution and delivery by Parent, each constitutes a legal, valid and binding

                                       2


obligation of the Shareholder, enforceable against the Shareholder in accordance
with its terms, subject to (i) the effect of any applicable bankruptcy,
insolvency, moratorium or similar law affecting creditors' rights generally and
(ii) rules of law governing specific performance, injunctive relief and other
equitable remedies.

Section 2.2. No Conflict; Required Filings and Consents.

                  (a) The execution and delivery of this Agreement by the
Shareholder and the grant of the Proxy to Parent by the Shareholder does not,
and the performance of this Agreement by the Shareholder and the grant of the
Proxy to Parent by the Shareholder will not, (i) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Shareholder
or by which the Shareholder or any of the Shareholder's material properties is
bound or affected, (ii) violate or conflict with the certificate of
incorporation, bylaws, articles of organization, limited liability company
operating agreement, trust agreement or other equivalent organizational
documents of the Shareholder (if any), or (iii) result in or constitute (with or
without notice or lapse of time or both) any breach of or default under, or give
to another party any right of termination, amendment, acceleration or
cancellation of, or result in the creation of any lien or encumbrance or
restriction on any of the material property or assets of the Shareholder
pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which the
Shareholder is a party or by which the Shareholder or any of the Shareholder's
material properties is bound or affected. There is no beneficiary or holder of a
voting trust certificate or other interest of any trust of which the Shareholder
is a trustee whose consent is required for the execution and delivery of this
Agreement or the consummation by the Shareholder of the transactions
contemplated by this Agreement.

                  (b) The execution, delivery and performance of this Agreement
by the Shareholder and the grant of the Proxy to Parent by the Shareholder do
not and will not require any consent, approval, authorization or permit of, or
filing with or notification by the Shareholder to, any third party or any
governmental or regulatory authority, domestic or foreign, except (i) for
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "EXCHANGE ACT") and (ii) where the failure to obtain such consents,
approvals, authorizations or permits, or to make such filings or notifications,
could not prevent or delay the performance by the Shareholder of its obligations
under this Agreement. Other than this Agreement and other than as provided in
the Certificate of Designations or in the Exchange Agreement dated June 23,
2004, among the Shareholder, the Company and certain affiliates of the
Shareholder (the "Exchange Agreement"), the Shareholder does not have any
understanding in effect with respect to the voting or transfer of any Shares.
The Shareholder is not required to make any filing with or notify any
governmental or regulatory authority in connection with this Agreement, the
Merger Agreement or the transactions contemplated hereby or thereby pursuant to
the requirements of the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended, and the rules and regulations promulgated thereunder (the "HSR Act").

                  (c) The Shareholder acknowledges that, upon the Effective
Time, all of its rights under (i) the Exchange Agreement with the Company dated
June 23, 2004 and (ii) the Registration Rights Agreement with the Company dated
September 16, 2003, as amended by an amendment thereto dated June 23, 2004,
shall terminate and be of no further force and effect,

                                       3


since it will no longer be the owner of any Company Common Stock or Company
Preferred Stock.

Section 2.3. Title to Shares. The Shareholder is the record or beneficial owner
of the Shares free and clear of all encumbrances, proxies or voting restrictions
other than pursuant to this Agreement and the Proxy and other than the right of
first refusal contained in the Exchange Agreement and any Share Liens otherwise
permitted under the terms hereof (none of which Share Liens shall impose any
limit on the right of the Shareholder to vote or grant a proxy with respect to
the Shares). The shares of Preferred Stock and Company Common Stock, including
options, warrants or other rights to acquire such stock, set forth on the
signature page hereto, are all the securities of the Company owned, directly or
indirectly, of record or beneficially by the Shareholder on the date of this
Agreement.

Section 2.4. Accuracy of Representations. The representations and warranties
contained in this Agreement are accurate in all respects as of the date of this
Agreement, will be accurate in all respects at all times until termination of
this Agreement and will be accurate in all respects as of the date of the
consummation of the Merger as if made on that date.

                                  ARTICLE III.

                            COVENANTS OF SHAREHOLDER

Section 3.1. Further Assurances. From time to time and without additional
consideration, the Shareholder shall (at the Shareholder's sole expense) execute
and deliver, or cause to be executed and delivered, such additional transfers,
assignments, endorsements, proxies, consents, waivers and other instruments, and
shall (at the Shareholder's sole expense) take such further actions, as Parent
may reasonably request for the purpose of giving effect to this Agreement. The
Shareholder shall use its reasonable best efforts to take, or cause to be taken,
all actions, and to do, or cause to be done, and to assist and cooperate with
the other parties in doing, all things necessary, proper or advisable to
consummate and make effective, in the most expeditious manner practicable, the
transactions contemplated by this Agreement. This Section 3.1 shall in no event
require the Shareholder to convert the Preferred Stock to Company Common Stock
until immediately prior to and subject to the occurrence of the Effective Time.

Section 3.2. Legending of Shares. If requested by Parent, the Shareholder agrees
that the Shares shall bear a legend stating that they are subject to this
Agreement and to the Proxy in accordance with Section 7.14 of the Merger
Agreement. The Shareholder agrees that the Shareholder will not request the
Company to register the transfer (book-entry or otherwise) of any certificate or
uncertificated interest representing any of the Shares, unless such transfer is
made in compliance with this Agreement.

Section 3.3. No Solicitation of Transactions. The Shareholder agrees that from
the date of this Agreement until the Termination Date, the Shareholder shall
not, directly or indirectly, nor shall it authorize or permit any of its
directors, officers, partners or employees or any investment banker, financial
advisor, attorney, accountant or other representative retained by it or any of
its partners or Subsidiaries (collectively, the "REPRESENTATIVES") to, directly
or indirectly, solicit, initiate or encourage (including by means of furnishing
nonpublic information), or take any other action to facilitate, any inquiries or
the making of any proposal or offer with respect to, or that

                                       4


reasonably may be expected to lead to a proposal or offer for, any Competing
Transaction (as defined in the Merger Agreement), or enter into or maintain or
continue discussions or negotiate with any person or entity in furtherance of
such inquiries or to obtain a Competing Transaction, or agree to or endorse any
Competing Transaction, other than with Parent or an affiliate of Parent. The
Shareholder shall promptly (but in any event within 24 hours) notify Parent if
any proposal or offer, or any inquiry or contact, constituting or regarding a
Competing Transaction is made, and the Shareholder shall promptly inform Parent
as to the material details of any such proposal, offer, inquiry or contact,
including the identity of the party making any such proposal, offer, inquiry or
contact, and, if in writing, promptly deliver or cause to be delivered to Parent
a copy of such proposal, offer, inquiry or contact and any other written
material reasonably relating thereto. The Shareholder immediately shall cease
and cause to be terminated all existing discussions or negotiations with any
parties conducted heretofore with respect to a Competing Transaction.

Section 3.4. Disclosure. The Shareholder and Parent each agrees to permit the
other party hereto to publish and disclose in the Registration Statement and the
Proxy Statement (including all documents and schedules filed with the SEC), and
in any press release or other disclosure document in which it reasonably
determines in its good faith judgment that such disclosure is required by law,
including the rules and regulations of the SEC, or appropriate, in connection
with the Merger and any transactions related thereto, the identity of the
Shareholder and Parent and the Shareholder's ownership of the Shares and the
nature of the Shareholder's or Parent's, as the case may be, commitments,
arrangements and understandings under this Agreement. The Shareholder and Parent
each agrees to provide a reasonable opportunity to review such disclosure
proposed by the other.

Section 3.5. Public Announcement. The Shareholder, solely in the Shareholder's
capacity as a shareholder of the Company, agrees to not make any public
announcement in opposition to, or in competition with, the Merger Agreement or
the consummation of the Merger, except as required by applicable law.

Section 3.6. Additional Shares. In the event that the Shareholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
any additional Shares, such Shares shall, without further action of the parties,
be subject to the provisions of this Agreement and the Proxy, and the number of
Shares set forth on the signature page hereto and thereto will be deemed amended
accordingly. The Shareholder shall promptly notify Parent of any such event.

Section 3.7. Grant of Option.

                  (a) The Shareholder hereby grants to Parent an irrevocable
option (the "OPTION") to purchase all, but not less than all, of the Shares
(excluding those transferred pursuant to a Permitted Transfer) with respect to
which the Shareholder has the power of disposition (the "OPTION SHARES") at a
purchase price per share of Preferred Stock equal to $180.00 (the "PREFERRED
STOCK EXERCISE PRICE") and at a purchase price per share of Company Common Stock
equal to $18.90 (the "COMMON STOCK EXERCISE PRICE"), in the manner set forth in
this Section 3.7, with such price proportionately adjusted to give effect to
future splits, consolidations, reorganizations, recapitalizations (whether by
merger or otherwise, other than the Merger itself) or similar transactions
occurring with respect to the Preferred Stock or the Company Common Stock after
the date of this Agreement. In addition to the Preferred Stock

                                       5


Exercise Price and the Common Stock Exercise Price, in the event of any exercise
of the Option, Parent will pay the Shareholder an amount equal to 50% of the
profit of Parent realized on the Option Shares from the consummation of any
Competing Transaction that is consummated or with respect to which a definitive
agreement is entered into within 12 months after the applicable Qualifying
Termination (as defined below). Such payment shall be made within 2 business
days of the receipt by Parent of the consideration paid to Parent pursuant to
the terms of such Competing Transaction. Such profit shall be calculated in the
manner described for calculation of the profit of the Shareholder set forth in
Section 3.7(f), with all references in Section 3.7(f)(ii) to the Shareholder to
be deemed references to Parent. For purposes of such calculation, in the event
that (i) Parent has also acquired shares of Company Common Stock from any other
stockholder of the Company under an agreement comparable to this Agreement
("Other Shares") and (ii) Parent sells the Option Shares and Other Shares in
more than one transaction, then in each such sale Parent shall be deemed to have
sold a pro rata portion of the total Option Shares and Other Shares owned by
Parent.

                  (b) Parent or its designee may exercise the Option in whole
and not in part, at any time after the Merger Agreement is terminated under
circumstances in which the Termination Fee is or may become payable to Parent (a
"QUALIFYING TERMINATION") and prior to the date that is 10 business days after
such termination (the "OPTION EXERCISE PERIOD").

                  (c) In the event that Parent wishes to exercise the Option,
Parent must give written notice (the "OPTION NOTICE," with the date of the
Option Notice being hereinafter called the "NOTICE DATE") to the Shareholder
during the Option Exercise Period that it will purchase the Option Shares
pursuant to the Option. The Option Notice shall specify a place (which, if the
Shareholder is then an officer or director of the Company, shall be the
principal executive offices of the Company) and a date (the "OPTION CLOSING
DATE") (not later than 10 business days from the Notice Date subject to
extension as set forth below) for closing such purchase (a "CLOSING"). Parent's
obligation to purchase the Option Shares upon any exercise of the Option, and
the Shareholder's obligation to sell the Option Shares upon any exercise of the
Option, is subject (at the election of each of Parent or Shareholder) to the
conditions that (i) no preliminary or permanent injunction or other order
against the purchase of the Option Shares issued by any federal, state or
foreign court of competent jurisdiction shall be in effect (and no action or
proceeding by any Governmental Entity (as defined in the Merger Agreement) shall
have been commenced or threatened for purposes of obtaining such injunction or
order) and (ii) any applicable waiting period under the HSR Act shall have
expired or been terminated. If there shall be in effect any such injunction or
order or all HSR Act waiting periods shall not have expired or been terminated,
in each case on the Option Closing Date specified in the Option Notice, then at
Parent's election, the Option Closing Date may be extended until the later of
(i) 10 business days after the Option Closing Date so specified or (ii) the
earlier of (A) three business days after expiration or termination of all HSR
Act waiting periods or (B) 60 calendar days after the Notice Date. Parent's
obligation to purchase the Option Shares upon any exercise of the Option is
further subject (at Parent's election) to the condition that there shall have
been no material breach of the representations, warranties, covenants or
agreements of the Shareholder contained in this Agreement or of the Company
contained in the Merger Agreement which is not known by Parent at or prior to
its exercise of the Option.

                                       6


                  (d) At any Closing, (i) the Shareholder will deliver to Parent
the certificate or certificates representing the Option Shares in proper form
for transfer upon exercise of the Option and (ii) Parent shall pay the aggregate
purchase price for the Option Shares by wire transfer of immediately available
funds to an account or accounts, which account or accounts shall be designated
in writing to Parent within five days after receipt of the Option Notice, in an
amount equal to the sum of (i) the Preferred Stock Exercise Price times the
number of shares of Preferred Stock to be purchased and (ii) the Common Stock
Exercise Price times the number of shares of Company Common Stock to be
purchased.

                  (e) The Shareholder has granted the Option to Parent in order
to induce Parent to enter into and consummate the transactions contemplated by
the Merger Agreement.

                  (f) (i) As an alternative to Parent's exercise of the Option,
in the event of a Qualifying Termination, at Parent's election, the Shareholder
shall pay to Parent on demand an amount equal to 50% of the profit of the
Shareholder from the consummation of any Competing Transaction that is
consummated or with respect to which a definitive agreement is entered into
within 12 months of such termination. Such payment shall be made within 2
business days of the receipt by the Shareholder of the consideration paid to the
Shareholder pursuant to the terms of such Competing Transaction. To exercise its
rights under this Section 3.7(f), Parent's demand must be made within 10
business days following the consummation of such Competing Transaction.

                      (ii) For purposes of this Section 3.7(f), the profit of
         the Shareholder from any Competing Transaction shall equal (a) the
         aggregate consideration received by the Shareholder in consideration of
         the Option Shares pursuant to such Competing Transaction, valuing any
         non-cash consideration (including any residual interest in the Company)
         at its Fair Market Value (defined below in Section 3.7(f)(iii)) on the
         date of consummation of such Competing Transaction plus (b) the Fair
         Market Value, on the date of disposition, of all Shares the Shareholder
         disposed of after the termination of the Merger Agreement and prior to
         the date of consummation of such Competing Transaction less (c) the sum
         of (i) the Preferred Stock Exercise Price times the aggregate number of
         shares of Preferred Stock disposed of and (ii) the Common Stock
         Exercise Price times the aggregate number of shares of Company Common
         Stock disposed of by the Shareholder.

                      (iii) For purposes of this Section 3.7(f), the Fair
         Market Value of any non-cash consideration consisting of: (a)
         securities listed on a national securities exchange or traded on the
         NASDAQ/NMS shall be equal to the average closing price per share of
         such security as reported on such exchange or NASDAQ/NMS for the five
         trading days after the date of determination; and (b) consideration
         which is other than cash or securities in clause (a) above shall be
         determined by a nationally recognized independent investment banking
         firm mutually agreed upon by the parties within 10 business days of the
         event requiring selection of such banking firm; provided, however, that
         if the parties are unable to agree within two business days after the
         date of such event as to the investment banking firm, then the parties
         shall each select one firm, and those firms shall select a third
         investment banking firm, which third firm shall make such
         determination.

                                       7


                        (iv) Any payment of profit under this Section 3.7(f)
         shall be paid by wire transfer of same day funds to an account
         designated by Parent.

                  (g) Notwithstanding any provision of this Section 3.7 to the
contrary, in the event that Parent or the Shareholder receives consideration
pursuant to a Competing Transaction in respect of the Option Shares other than
in cash, then any payment of profit required to be made under this Section 3.7
by Parent or the Shareholder may be made, at the option of the payor, using the
form of consideration so received; provided that if more than one form of
consideration is received by the payor pursuant to a Competing Transaction, any
payment of profit (other than a payment entirely in cash) shall be made in the
respective proportions in which such forms of consideration were received by the
payor pursuant to the Competing Transaction.

Section 3.8. No Dissenters' Rights. The Shareholder hereby consents to and
approves the actions taken by the Company's board of directors in approving the
Merger Agreement, the Merger and the other transactions contemplated thereby.
The Shareholder hereby waives, and agrees not to exercise or assert, any
dissenter's rights under Section 1302 of the GBCC in connection with the Merger.

Section 3.9. Share Indebtedness. The Shareholder agrees that at no time during
the term of this Agreement shall the amount of Share Indebtedness in respect of
any Shares exceed 40% of the then current fair market value of the Shares
subject to such Share Indebtedness. The Shareholder further agrees that such
Shareholder shall take all actions necessary to remain in compliance with the
terms of any Share Indebtedness and avoid the foreclosure of any Share Lien.

                                  ARTICLE IV.

                               GENERAL PROVISIONS

Section 4.1. Payment of Merger Consideration. Parent and Merger Sub hereby agree
that the aggregate Per Share Merger Consideration (as defined in the Merger
Agreement) that is due and owing to the Shareholder as a result of the Merger
will be paid and delivered to the Shareholder at the Effective Time (as defined
in the Merger Agreement). Parent and Merger Sub understand and acknowledge that
the Shareholder is entering into this Agreement in reliance upon the foregoing
agreement.

Section 4.2. Entire Agreement. This Agreement constitutes the entire agreement
of the parties and supersedes all prior agreements and undertakings, both
written and oral, between the parties, or any of them, with respect to the
subject matter hereof. This Agreement may not be amended or modified except in
an instrument in writing signed by, or on behalf of, the parties hereto.

Section 4.3. Survival of Representations and Warranties. All representations and
warranties made by the Shareholder in this Agreement shall survive until the
Termination Date.

Section 4.4. Assignment. The provisions of this Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns; provided

                                       8


that any assignment, delegation or attempted transfer of any rights, interests
or obligations under this Agreement by the Shareholder without the prior written
consent of Parent shall be void.

Section 4.5. Fees and Expenses. All costs and expenses (including, without
limitation, all fees and disbursements of counsel, accountants, investment
bankers, experts and consultants to a party) incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such costs and expenses; provided, however, that the Company may pay
or reimburse the Shareholder for such costs and expenses of the Shareholder.

Section 4.6. Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (c) five days after having
been sent by registered or certified mail, return receipt requested, postage
prepaid, or (d) one day after deposit with a nationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the respective parties at the following
addresses (or at such other addresses as shall be specified by notice given in
accordance with this Section 4.6):

                     (a) if to Parent:

                      Fidelity National Financial, Inc.
                      601 Riverside Avenue, 12th Floor
                      Jacksonville, FL  32204
                      Attention:   Christopher A. Rose
                                   Senior Vice President
                      Telephone:   (904) 854-8544
                      Facsimile:   (904) 357-1026

                      with a copy to:

                      LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                      125 West 55th Street
                      New York, NY  10019
                      Attention:  Robert S. Rachofsky
                      Telephone:  (212) 424-8088
                      Facsimile:  (212) 649-9479

                     (b) If to the Shareholder to:

                      DLJ Capital Corporation
                      300 Sand Hill Road
                      Building Three, Suite 170
                      Menlo Park, CA 94025
                      Attention:  Robert Finzi
                      Facsimile:  650-234-2779

                                       9


                      with a copy to:

                      Sonnenschein Nath & Rosenthal LLP
                      1221 Avenue of the Americas
                      New York, NY 10020
                      Attention:    Michael R. Flynn
                      Facsimile:  (212) 768-6800

Section 4.7. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

Section 4.8. Specific Performance. The parties agree that irreparable damage
would occur if any of the provisions of this Agreement is not performed in
accordance with its specific terms or is otherwise breached. The Shareholder
agrees that, following any breach or threatened breach by the Shareholder of any
covenant or obligation contained in this Agreement, Parent shall be entitled (in
addition to any other remedy that may be available to it, including monetary
damages) to seek and obtain (a) a decree or order of specific performance to
enforce the observance and performance of such covenant or obligation and (b) an
injunction restraining such breach or threatened breach.

Section 4.9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York, except that the law of
the State of Georgia shall be applicable to any matters that involve the
internal affairs of the Company, in each case without giving effect to the
principles of conflicts of law of the State of New York or the State of Georgia.

Section 4.10. No Waiver. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The parties
hereto shall not be deemed to have waived any claim available to them arising
out of this Agreement, or any right, power or privilege hereunder, unless the
waiver is expressly set forth in writing duly executed and delivered on behalf
of such party. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights or remedies provided by law.

Section 4.11. Counterparts; Facsimile Signature. This Agreement may be executed
by facsimile signature and in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.

Section 4.12. Termination. The rights and obligations of the parties under this
Agreement shall terminate on the earlier of (i) January 31, 2005, (ii) the date
upon which the Merger Agreement is terminated in accordance with its terms,
(iii) the Effective Time (as defined in the Merger Agreement) or (iv) the date
of any amendment of the Merger Agreement that reduces the Per Share Merger
Consideration, if such reduction causes the Merger to no longer constitute a
"Permitted Transaction", as defined in the Certificate of Designations (the
"TERMINATION DATE"); provided, that if the Merger Agreement is terminated
pursuant to a Qualifying Termination, then Sections 1.1, 3.1, 3.6 and 3.7 and
Article 4 hereof shall survive the

                                       10


Termination Date and shall terminate upon the later of (x) the termination of
the Option Exercise Period or, if the Option is exercised prior to such time,
then upon the occurrence of the related Closing (subject to the Shareholder's
right to receive any profit to which such Shareholder is entitled under Section
3.7(a)) or (y) if Parent shall instead elect to receive profits of the
Shareholder under Section 3.7(f), upon the payment thereof; provided, however,
that Section 1.1 shall not survive beyond the time specified by clause (x) of
this Section 4.12.

Section 4.13. Change in Company Shares. In the event of a stock dividend or
distribution, or any change in the Preferred Stock or the Company Common Stock
by reason of any stock dividend, split-up, recapitalization, combination,
exchange of shares or the like other than pursuant to the Merger, the term
"SHARES" will be deemed to refer to and include the shares of the Preferred
Stock and the Company Common Stock as well as all such stock dividends and
distributions and any shares or other securities into which or for which any or
all of the Shares may be changed or exchanged and appropriate adjustments shall
be made to the terms and provisions of this Agreement and the Proxy.

Section 4.14. Effectiveness of Option. The Shareholder shall not grant any Lien
unless the prior written consent of the proposed Lien Holder to the grant of the
Option hereunder shall have first been obtained.

                                       11


         IN WITNESS WHEREOF, each of Parent and the Shareholder has executed or
has caused this Agreement to be executed by its duly authorized officer as of
the date first written above.

FIDELITY NATIONAL FINANCIAL, INC.

By: /s/ William P. Foley, II
    ------------------------
Name: William P. Foley, II
Title: Chairman and CEO

DLJ CAPITAL CORPORATION

By: /s/ Robert Finzi
    ----------------
Name: Robert Finzi
Title: Managing Director

                                       12


                                    EXHIBIT A

                                IRREVOCABLE PROXY

         The undersigned shareholder ("SHAREHOLDER") of InterCept, Inc., a
Georgia corporation (the "COMPANY"), hereby irrevocably (to the fullest extent
permitted by law) appoints Brent B. Bickett, Executive Vice President of
Fidelity National Financial, Inc., a Delaware corporation ("PARENT"), and any
other officer of Parent as Brent B. Bickett may designate, and each of them, as
the sole and exclusive attorneys and proxies of the undersigned, with full power
of substitution and resubstitution, to vote and exercise all voting and consent
rights (to the full extent that the undersigned is entitled to do so) with
respect to all of the shares of capital stock of the Company that now are or
hereafter may be beneficially owned by the undersigned, and any and all other
shares or securities of the Company issued or issuable in respect thereof on or
after the date hereof (collectively, the "SHARES") in accordance with the terms
of this Proxy until the Termination Date (as defined in that certain
Shareholder's Agreement of even date herewith by and among Parent and
Shareholder (the "SHAREHOLDER'S AGREEMENT")). The Shares beneficially owned by
the undersigned Shareholder of the Company as of the date of this Proxy are
listed on the final page of this Proxy. Upon the undersigned's execution of this
Proxy, any and all prior proxies given by the undersigned with respect to any
Shares are hereby revoked and the undersigned agrees not to grant any subsequent
proxies with respect to the Shares until after the Termination Date.

         This Proxy is irrevocable (to the fullest extent permitted by law), is
coupled with an interest and is granted pursuant to the Shareholder's Agreement,
and is granted in consideration of Parent entering into that certain Agreement
and Plan of Merger (the "MERGER AGREEMENT"), among Parent, Fuscia Merger Sub,
Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent
("MERGER SUB"), Fidelity National Information Services, Inc., a Delaware
corporation and wholly owned subsidiary of Parent, and the Company. The Merger
Agreement provides for the merger of Merger Sub with and into the Company (the
"MERGER").

         The attorneys and proxies named above, and each of them, are hereby
authorized and empowered by the undersigned, at any time prior to the
Termination Date, to act as the undersigned's attorney and proxy to vote the
Shares, and to exercise all voting, consent and similar rights of the
undersigned with respect to the Shares (including, without limitation, the power
to execute and deliver written consents) at every annual, special or adjourned
meeting of Shareholders of the Company and in every written consent in lieu of
such meeting (a) in favor of the adoption of the Merger Agreement by the Company
and in favor of the other transactions contemplated by the Merger Agreement and
(b) against any merger, consolidation, sale of assets, recapitalization or other
business combination involving the Company (other than the Merger) or any other
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of the Company
under the Merger Agreement or which would result in any of the conditions to the
Company's obligations under the Merger Agreement not being fulfilled, and (c) in
favor of any other matter relating to and necessary for the consummation of the
transactions contemplated by the Merger Agreement.

                                       13


         The attorneys and proxies named above may not exercise this Proxy on
any other matter except as provided above. Shareholder may vote the Shares on
all other matters. Any obligation of Shareholder hereunder shall be binding upon
the successors and assigns of Shareholder.

         This Proxy is irrevocable (to the fullest extent permitted by law).
This Proxy shall terminate, and be of no further force and effect, automatically
upon the Termination Date.

Dated: September 8, 2004

DLJ CAPITAL CORPORATION

By: /s/ Robert Finzi
    ----------------
Name: Robert Finzi
Title: Managing Director
Signature of Shareholder:

Print Name of Shareholder: DLJ Capital Corporation

Shares beneficially owned:

208               shares of Preferred Stock

         0                 shares of Preferred Stock issuable upon
                           exercise of outstanding options or warrants

         0                  shares of Company Common Stock

         0                 shares of Company Common Stock issuable upon
                           exercise of outstanding options or warrants

                       Signature Page to Irrevocable Proxy

                                       14